A Kingdom's Genesis
by A Frumious Bandersnatch
Summary: This is an unhappy place. It is not your land. No fond memories are made here. The promises have been broken. The dream is dead, the ideals shattered. There is no future.
1. The Train

**A/N:** With sincere apologies to Walt Disney himself for warping his personal time line and probably seriously screwing with his personality. But really, this is not so much about Walt Disney as it is about a man named Walter who just so happens to share a great deal of similarities with the aforementioned.

Reviews are welcome.

**Disclaimer:** I do not own anyone or anything belonging to the Disney Company or its affiliates. Disney owns all.

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**Kingdom's Genesis**

Chapter One: The Train

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On a lonely stretch of track, a steam train rumbled along through the countryside. It appeared from and easily vanished into the night as though it were a ghost train. Lights did not shine from the four carriage cars attached to the baggage car, as this was an older train that had not yet been equipped with electric lights and the lantern fuel needed to last as long as possible. Many of the passengers had disembarked two stops past, leaving less than a dozen people riding this train to its destination.

Night had fallen over the land, bringing with it heavy dark clouds and chilly March rain. The season of snow had passed by, more or less. Spring was getting set to make its annual return, but for the moment, winter still kept its cold grip. It was damp and miserable outside; the sort of weather that encouraged a body to warm up by the fire with a mug of hot tea or cocoa in hand. Perhaps with a thick wooly blanket as well. This was not the sort of weather to be out and about in. Especially not on a train where drafts made themselves at home, chilling the bare fingers of the passengers.

It was extraordinarily noisy aboard the train. Every so often, the seats would give a slight jerk as the wheels ran over wide notches in the track. The carriage seemed to sway back and forth in a gentle, but decidedly distracting manner. The windows kept rattling like they was going to fall out of their frames; a constant **taktaktaktaktak** noise. The lanterns overhead would creak with the motion of the train. And one passenger was snoring so uproariously that it was probably a small miracle he didn't wake himself up from the noise he was making.

And here Walter had wondered why he couldn't sleep.

The snoring culprit was his elder and closest brother, Roy. He always snored on the train. Maybe it had something to do with sleeping in a sitting position such as that, instead of being able to comfortably recline. In like a congested bear, out like the clogged engine of a motor car. It was a noise that Walter was plenty familiar with. It was comforting in its own way. It was a noise that Walter had often fallen asleep to; after bad dreams or restless nights or during long trips. But it was going to keep Walter up all night if he didn't make his brother try and sleep on the floor.

A thin haze of smoke clung to the ceiling of the last train carriage like an evil spirit, diluting what little light was left in the carriage. It was empty but for the two brothers. Their neighbors had left them long before the sun had sunk below the horizon, able to return to their warm, comforting homes. They had all stepped off the train with smiles on their faces or with relief in their eyes. Their demeanors had clearly shown that they had lost nothing of any importance to them. For them, everything was right where they had left it.

Walter tried not to feel too jealous of the departed passengers as he endeavored to restore warmth to his partially numbed fingers. He was quite chilled; the carriage car wasn't heated to any sort of satisfaction. But a glance out the window informed that he was much better off with a roof over his head and four walls on either side of him.

Dreary and miserable outside, it was. Rain pelted the ground, half-frozen so it left icy specks on the window. Yes, he was much happier inside where he could remain dry and marginally warmer. Perhaps a smoke would warm him some...

No, he didn't want to thicken that haze at the ceiling. It already looked too much like a ghost was taking up residence up there and in the darkness, the shadows had assumed an eerie quality. The air had taken a bit of a foul stench to it as well. He supposed that was the reason the train operators politely requested that their passengers please refrain from smoking while aboard the train.

He didn't feel particularly keen on a cigarette either. In just the past few days, he had reduced so many cigarettes to ashes. More than he ever had in a month. They had done wonders at calming his nerves, though.

But he felt that his nerves were too frayed and raw for a cigarette to be of any use to him now. And if he came back home smelling like an ashtray, Lillian wasn't going to kiss him until he brushed his teeth and gargled some mouthwash.

A grunting snort drew his attention away from idle thoughts about another cigarette and the creepy-looking shadows. Walter turned to regard his snoozing brother with an emotion he definitely knew was jealousy. He had no idea how Roy could possibly sleep at a time like this. And so peacefully too. It was as if-- As if Roy didn't fully grasp the consequences of what had happened. As if this was nothing a setback; barely a trifle that could be remedied with just a snap of the fingers. One touch with a magic wand and all would be made well again.

All would not be well. They had lost Oswald...

And then, just like that, Walter was on his feet again.

He couldn't sit still after that thought had crossed his mind for the umpteenth time. He was back to pacing the aisle between the seats, brimming with restless energy that he couldn't burn off no matter what he did.

He was certain that he wasn't going to sleep tonight, Roy's snoring or no. But it was because of this restless energy that he had already endured several sleepless nights so far. What did one more night matter?

He'd had no appetite since they left Manhattan. Food had tasted like cardboard in his mouth; hard to swallow and even harder to keep down. This not-sleeping thing wasn't doing him any good either. His body felt heavy and every time he tried a cigarette, it would get difficult to breathe properly. The cough that often tickled at his throat would come worse than ever and sometimes, he would be left gasping for air, coughing so hard he would nearly retch.

He was exhausted. He could feel his fatigue pulling on him even now, but he just couldn't close his eyes and fall asleep. If he did, he would be treated to a replay of the ill-fated conversation that had spelled the end to Walter's ownership over Oswald the Lucky Rabbit.

Though, when he thought about it, Walter supposed that he had never really **owned** Oswald in the first place. Yes, he had been responsible for giving Oswald life, but he didn't consider himself any sort of owner of the character.

The only thing he owned -- well, he and his brother -- was their animation studio on Hyperion Avenue, back home in Los Angeles. Walter made the cartoons that brought the money in and Roy made sure they didn't go bankrupt trying to make those cartoons. It was a partnership that had worked out well so far and they could see it being a success in the future.

That was why Walter and Roy had been in Manhattan in the first place. Their current series, _Oswald the Lucky Rabbit_ had been going strong. The titular character was popular; even more popular than they had originally anticipated. Oswald had captured peoples' attention and it had been their support that had turned him into such a popular character. There was clearly a niche in the world for animation.

The popularity had come with a price, though. Quite literally in this respect. The budget for the _Oswald_ series had been growing with every new cartoon the studio made. With the budget stretching thinner and thinner, Walter had come to Manhattan to ask his distributor, a man named Mintz, for an increase in the budget. If Oswald was going to continue becoming more and more popular, then they needed the money to keep going.

But for reasons Walter still couldn't understand, Mintz had instead demanded that he take a twenty percent budget _**cut**_. A budget cut would get them nowhere. The quality would dip, Walter wouldn't be able to pay _anyone_ for their hard work (not even himself) and their little studio would go bankrupt.

Mintz had taken care of the wage problem before Walter could even think about it. It seemed that Mintz had hired almost all of Walter's employees to a new contract with Universal, leaving Walter with just two men to call his employees. Not enough to run a studio and expect any real ongoing success out of it.

Obviously, that hadn't been enough for Mintz. As if to twist the knife further, he reminded Walter that the latter did not own the character. The rights to Oswald belonged to Mintz and Universal.

This, of course, had left Walter at a loose end. To fight for Oswald would take time and money he could not afford to spend. Not if he wanted to keep his own little studio out of the hole. They were just about broke as it was.

Seeing no other recourse, he had given up.

Walter was unhappy about losing Oswald to a man who was doing nothing more than riding on the success the little rabbit had brought. He had helped bring that character to life; gave him a name, a reason for-- everything! Oswald existed because of him! What would happen to that poor rabbit now? Would he continue to be a success under such a different atmosphere? Handled by a different set of people? Was Walter going to end up seeing his first real animated creation fade into anonymity because Mintz wouldn't know what to do with the character?

Walter stopped mid-stride when he realized how he was acting. Just like a concerned father who had just seen his only son vanish into the depths of the world. And maybe that was what Oswald had been to him. A representation of everything he hoped to achieve in his time on this earth.

Mintz had stolen that.

His fists tightened and his feet fell a little louder on the carriage floor. The restless energy turned into anger. Anger at the system; anger at the way things had worked out; anger at Mintz.

_Oswald was my character. He got taken away because someone else owned him._ Walter thought, almost grinding his teeth. _I will never work for anyone else ever again. Anything that is created in _**my**_ studio will remain in my studio._

It was a promise he vowed to keep. Both of them. He would never lose the rights to another character ever again.

Barely seconds after these thought finished coming to fruition, the train lurched. Well, it didn't so much as lurch as it did convulse like a person choking on a cherry pit while getting the Heimlich administered.

There was solid-sounding ***thunk*** that turned out to be Roy's head hitting the window, followed be a series of thuds and surprised curses as inertia heaved him out of his seat. At the same time, Walter was thrown right off his feet, like the carpet had been ripped out from underneath him.

Either the universe was trying to indicate that his idea was a good idea or a monumentally stupid one. Regardless, he tried not to look at it like an omen.

The brakes squealed and screamed and the train rapidly lost momentum. It lurched a few more times before it successfully came to a juddering halt. The whole time Walter pressed the palms of his hands into the floor, feeling all the weight of his body pulling on the skin of his palms. It was all he could do to not go sliding forward down the aisle. With a final, thin squeak, the train stopped moving completely.

All was silent for but a moment.

The thuds from a moment ago seemed to repeat themselves as Roy fought his way out of the cramped space he had been unceremoniously lodged into. He leaned against the seat and gazed down at his brother. Walter was picking himself up off the floor, carefully looking this way and that.

"What happened?" he wondered out loud.

"Damned if I know." Roy said, shrugging. "And I was having such a nice dream, too." he added with a heavy, wistful sort of sigh.

Walter suddenly realized that he had an empty package of cigarettes available to throw at his brother. He didn't -- just to be nice -- and walked over to the closest window to peer out into the rainy gloom.

"We've definitely stopped moving." he announced, looking left and right for any sort of sign that might have indicated why the train had come to a sudden halt. But the darkness was too thick to make out much more than the general shapes of the nearby trees.

"I can see that, little brother." Roy said tiredly, running his fingers through his hair as he stepped out into the aisle.

He yawned so widely it seemed like his mouth would split and shook himself to wake up a little more. His clothes were ruffled from the somewhat restless nap. He hadn't actually slept well, regardless of what words left his mouth. The future of the studio had been dominating his thoughts ever since they had left Manhattan. It was a terribly uncertain future.

What was going to happen now? He kept asking himself that and continued to fail at finding a positive answer. He kept having visions of the studio going under so fast it would make his head spin. The studio was Walter's dream and the last thing Roy wanted to see was that dream deferred

In a well-meaning effort to keep his brother from breaking down, Roy tried not to let on how worried he really was.

He wondered if it was working.

Walter hadn't been sleeping very well, though.

"I'm going to try and have a word with the conductor." Roy said, feeling a sudden and strangely urgent need to put some distance between himself and his kin. "I'd like to know what happened and how long we're going to be stalled. Are you going to stay here?"

Walter glanced away from his examination of the rainy night and towards his brother.

"Yes. I'll be right here."

Roy nodded; a strangely solemn gesture, Walter thought. Then the older brother shuffled off towards the door while the younger continued to gaze out the window. Roy had a hold of the handle when he paused a moment.

"You know, Walt." he started. "We'll get through this. We'll make it work again. We're not licked yet."

Walter didn't respond. Roy just sighed as quietly as he could and with all too much haste, it seemed, he opened the door and vanished through it, leaving behind a swirl of March air and a few drops of rain.

Though he was glad that one of them could be optimistic about this, Walter just wasn't sure how they were going to pull themselves up from this. Mintz had backed them into a corner first before swiping not only Oswald, but nearly all of the employees as well. That fight was over. Oswald wasn't coming back. Walter had resigned himself to that much.

But he hadn't resigned himself to giving up completely. There simply had to be a way. Roy was right to say that things weren't over yet, but it was a matter of finding that way to keep going.

Walter extracted a pad of paper from his back pocket, along with a pencil. The pad of paper was battered from spending so much time in his pocket and then being sat on. It hosted a number of little drawings he had doodled down in his spare time whenever he was too distracted to think properly.

He opened it up to a fresh page and leaned a little closer to the window because it was lighter there, then started to draw a familiar form. He had the sketch finished within minutes; having drawn Oswald so many times before that he could probably make a safe bet that he could do it in his sleep with very little trouble.

The cartoon rabbit smiled up at Walter from the paper. The arms were splayed out in a welcoming gesture, like he was going to capture the next person in a big squishy hug that made you feel all good inside.

This was probably the last time he was going to draw Oswald, but there was nothing wrong with doing it for the nostalgia. He was, after all, the creator and there was bound to be some attachment to the character.

He knew that he could never use Oswald again. If he did, Mintz would call the copyright laws into place and Walter would likely lose everything he had worked to gain. It was a depressing thing to think about.

He sighed heavily. There was no help for it. They had to come up with another character.

The only problem was, there was just no way to tell whether or not a new character would be as successful as Oswald until they got it out there to the public. The rabbit had been wildly successful, but would the new character be able to carry off that same charm?

What would the new character be?

It had to be an animal that appealed to the audience. He wasn't going to make the character a human. Everyone had thought Julius was more fun than Alice. Everyone had focused on Julius in the end, even though the cat had acted more like a person than a cat. So the character had to become someone the audience could relate to on a human level. That was what had stirred success with Oswald. The rabbit had encountered very human problems; losing his romantic interest to a rival, for example. The new character needed to encounter everyday things that people regularly dealt with. The audience needed to feel sympathy and even empathy for the new character.

But they needed a new character first and foremost.

Walter tapped his pencil on the paper in thought, frowning at the sketch. It wasn't his best one because he had drawn it in the dark, but there was something about it that just looked off. He took out an eraser and rubbed away almost all of the long ears until Oswald just had two stubs left on his head. Still frowning, though less than before, Walter slowly drew a circle over each stub; something like mouse ears. He held the altered sketch away slightly and examined it critically.

That looked a little better, but something was still missing.

Aha! The shape of the body was too much like a square. Something more circular then. And perhaps longer arms as well.

Something new was rising from Oswald's ashes. Something new and better. He was on to something here. He could almost taste it. If he could just get this right, then maybe--

A flash of color distracted Walter from his task and he jerked his eyes off the sketch. Just like that, his calm state of mind fled and he was reminded of where he was. Standing on the stalled train somewhere in the middle of what he thought was Pennsylvania while it rained heavily outside.

Walter breathed out a great gust of air and looked back at the sketch. It was now some weird mash-up of Oswald and -- something else. Something that looked vaguely like a mouse or maybe it was a cat. He wasn't sure what it was supposed to be. The thoughts of what he was drawing hadn't even come to full fruition before he had been distracted by-- what? A flash of color? What color? It was the middle of the night. Every color was muted by the dark; reduced to grays and blues and blacks. It wasn't lightning either. It was much too early in the year for storms and anyways, he would have heard the thunder by now.

He turned towards the window again and looked outside. Once again, this task was impeded by the fact he could barely see beyond the tree line. But as it transpired, it wasn't what lay outside the window that was the most interesting. It was the window itself.

For a second or two, Walter thought his eyes were playing tricks on him. He blinked and rubbed at his eyes, momentarily convinced that he was so tired he had fallen asleep standing up and this was but a dream.

A rainbow of colors was playing faintly across the windowpane. They moved gently; soft and translucent like a soap bubble. Walter waved a hand in front of the window, seeing if it was some projection of light. The shadow of his hand failed to interfere with anything. He breathed on it and only caused the colors to move a little faster, swirling away from the spot where his breath hit the glass.

Was it even glass anymore?

He slapped his cheek with the sketchpad. The impact did absolutely nothing except cause a brief, brief pain. Then he realized that he was not asleep and dreaming, and what he was seeing was in fact, real.

It looked like someone had managed to stretch a soap bubble across a window frame.

Knowing better than to go sticking his hand into strange substances he couldn't fully identify, Walter poked the window with the tip of his pencil experimentally. To his utmost astonishment, the graphite went _through_ the glass pane like it had no more substance to it than water. The swirling colors immediately surrounding the tip of the pencil brightened a little.

More out of surprise than anything else, Walter yanked the pencil out of the window (he was just going to call it that for now), making the window wobble and ripple like it had turned into rubber. This only served to reinforce the soap bubble comparison. The glowing faded away and faint colors continued their slow dance as if they had never been disturbed.

"What madness is this?" Walter wondered in awe. "What delightful madness?..."

He felt like a little child again, watching the world go by for the first time and being amazed by the power it contained in even the smallest spaces. This was new. This was different. He couldn't make heads or tails of it and yet, he wanted to. This was a puzzle he wanted to decipher and learn it secrets. Would anything happen if he just -- touched it?

Walter stared at his pencil but could detect nothing different about it. The window didn't appear to have done anything to the graphite or the wood. Maybe it wouldn't do anything to him. There was only one way to find out. He looked quickly over his shoulder to see if his brother was coming back and shook off the feeling that he was doing something he oughta not be doing. Then he raised his hand and pressed the tip of his finger into the window.

There was a second's worth of resistance and then his finger slipped through. Whatever the window was now was thicker than it appeared and felt pleasantly cool, like water. It might as well have been a pond. The swirling colors were glowing again like the stars at night, brighter and moving faster than before. But Walter felt fine still. Nothing was happening to him; except for his skin taking on a blue-ish hue, but the pencil had done that too so he wasn't worried. Feeling emboldened by this development, he dipped his entire hand up to the wrist and the cuff of his sleeve.

A trickle of doubt slipped through his mind that maybe what he was doing really wasn't such a good idea. After all, he really had no idea what this was or what it could do to him (if anything).

The feeling that he was doing something he shouldn't came back with uncomfortable heaviness. He should probably go get Roy and show him this. Maybe the conductor and the driver as well. They would probably want to see something like this, in case it was a bigger problem than it seemed.

Walter started to pull his hand out, but the window pulled back. It yanked back, more like, ripping him off his feet and into the soap bubble-like glass. He went with nary a scream. No time for a scream. It happened too fast.

In a flash, he was gone.

With perfect timing reserved only for scripted movies, the door opened and Roy walked back into the carriage car.

"There's a barricade on the tracks. Someone actually took the time to cut down enough trees to barricade the tracks." he announced with a slightly disbelieving laugh. "I haven't the foggiest clue why. The conductor thinks that it's going to take at least half an hour to remove it. We'll just have to sit tight Walt--"

Roy broke off, realizing that he was talking to naught but thin air. The train car was empty. There was no sign that his little brother had ever been aboard, save for the stunted cigarette butts lying in the ash tray at the other end of the car.

"Walter?"

What Roy didn't see (and that was probably a good thing in retrospect) was the soap bubble-like window become just a window again; solidifying back to simple glass and losing that magical sheen it had possessed moments ago.

In the meantime, Walter was busy falling; a headlong plummet into god-only-knows what. Pulled along by an impossible vice-like grip on his right hand; an invisible force dragging him down through a tunnel of flashing colors; all the colors he had ever seen and quite a few that he had never laid eyes on in his life. It may have just been his imagination at the present moment, but this whole thing didn't look quite real. Like it had been drawn on a sheet of paper first and then rolled up. Like Alice's rabbit hole.

This was Alice's rabbit hole. And he had just assumed the role of Alice.

What was at the bottom of this rabbit hole?

It was quite the fleeting thought since all but a small part of his mind that was occupied with screaming his head off like a ninny.

In his defense, there was a strong possibility of being reduced to a smear upon landing.

He did have to stop to actually breathe and when he did, he saw a deeply blue spiral laying ahead of him, its five arms curving outwards like an octopus. It resembled the sketches of the galaxy that had been drawn by scientists claiming that this was what a galaxy looked like. Stars glittered in millions of places; as if someone had spilled a bowl of glitter. Tiny sparkling motes of light. They swarmed around him like deranged fireflies, threatening to fly up his nose and into his eyes. They were so bright and so close that he was about blinded.

Walter yelped with his regained breath and swiped at the motes of light, shoving them away from his eyes and nose and mouth. Each time they made contact with his skin, he felt a little tingle that reminded him of static electricity.

The swarm passed him by -- or maybe he fell right through it. His vision cleared until he could see the deeply blue spiral again. At its glowing heart, something black was opening up. A perfectly round black circle.

No, it wasn't a circle. There was a sort of depth and three-dimensionality to it. It wasn't a circle; it was a hole.

Here was the rabbit hole.

And much like Alice had, Walter plunged into it. It swallowed him whole.

In years to come, Walter knew that he would never be quite able to organize into proper sequence the events that took place within the black hole. It seemed that one second he was stretched out like taffy and then another second he was smashed into something the size of a golf ball.

Then, for a few horrifying seconds, there was literally nothing. Nothing at all. No sense of direction or movement. He was numb; unable to see or hear or speak... He could barely think coherently. He was certain that he was still conscious, but--

There was loud ***pop!*** and Walter was chucked face-first into something alternately hard and soft; it had give when his body landed. And exceedingly smelly as well. There was a raucous clang as a lid or something banged shut over him, encasing him completely in darkness and that foul smell.

For a moment, he just lay there, trying to suppress his gag reflex and not breathe too deeply at the same time. Lordy that smelled terrible! If he had to wager a guess, he found himself now in a dumpster. That was the only thing he could think of that would contain so much garbage and such a bad smell.

He took the opportunity to collect himself; to wait out the dizziness and get his head back in order. What on earth had just happened to him? The lights and the tunnel and the black hole... Like a dream...

Maybe he had fallen asleep on the train after all.

Though, this was a very vivid dream.

Walter turned over so he was facing the lid of the dumpster and reached his hands up to see how far away it was. When his fingers found the hard rubber, he slowly sat up, ducking his head to avoid hitting it on the lid. There shouldn't be anything on top of it so it should--

_What's that?_

He aborted his action almost immediately and sat still for a second or two. Then he pressed his ear to the rust-spotted side of the smelly box and listened carefully for the noise he had just heard. It had sounded like a voice.

"--heard somethin', boss. Came from over here."

Yes, it was indeed a voice. A nasally sort of voice that didn't sound very friendly at all. It had a strong Spanish accent that made some of the words difficult to understand. Walter listened carefully as the speaker piped up again.

"Somethin' fell. It went bang. Heard it."

He froze while the tips of his fingers went cold. The owner of the voice was clearly referring to the noise that the Walter had inadvertently made during his landing. He cursed the fact that the first person to discover his presence might very well be someone who would remove intestines without asking for his name or even showing any hint of good manners.

"I don't see nothin'." commented a second voice that sounded like they were trying to refrain from belching out a heavy smoker's cough at the same time. "Betcha need to getcha hearin' tested, Greasy."

There were titters of grungy laughter. Walter didn't know how many people were standing out there, but he guessed at least four, maybe five from the laughter. They didn't strike him as being very pleasant company.

He jumped slightly when fingernails began tapping the outside of the dumpster. They started on the opposite end and traveled along the outside until they reached the point where Walter's ear was still pressed to the rusting side.

"Anyone in there?" The third voice brought to mind images of oil slipping across a parking lot after a rain. "It's after curfew ya intraloper. Ain't no one opposed to be out after curfew. It's the law 'round here."

Still more titters of that grungy laughter, but Walter was left in confusion. Frankly he didn't know where "'round here" was, but in all the cities he visited, he couldn't recall ever being told there was a curfew.

To be quite honest, he wasn't sure where he was now at all.

"Course, we may just let ya run on home." the oily voice added nonchalantly. "Me an' the boys have had a good night. We're feeling a bit charity, right boys?"

Laughter burst outside the dumpster, as if Oily had just told the funniest joke ever. This time Walter was able to pick out four separate voices, in addition to the fifth that hovered near the lid of the dumpster. He made no moves to exit the dumpster, however, taking caution over curiosity. He stayed put.

"Ehhhh, I'm not gonna wait all night on some freak in a dumpster." Oily decided after a moment. "Let's go boys."

The five departed in a noisy manner, shuffling their feet and making whining sounds until Oily gave them a sharp scolding. They scuttled off after that, but Walter still sat there in the dumpster for another minute, listening for any more sounds that would indicate the five had stuck around. Finally, he just couldn't take sitting in the smelly garbage a moment longer. He need some fresh air.

He pushed the lid open and sucked in a grateful breath that didn't sit on his tongue like a dead parrot. More like a dead grasshopper. The air outside was only marginally better. It smelled like a combination of exhaust from one of those new cars, horse manure and the fainter scent of sour milk. Riding the wind straight into his nose. Joy.

The pencil and the pad of paper had been carried along with him, he noticed. They had separated from his hands -- probably upon landing and now lay on the topmost layer of garbage. Walter picked them up and returned them safely to his pockets, before climbed out of the dumpster and looked down at himself.

"I'm glad I wasn't wearing my good suit."

Whatever had been in the dumpster had been in there for a long time already and it was at the stage where it had gone all soft and squishy and therefore, clingy. He brushed it off, wincing slightly when it all hit the pavement with a splatter. The concrete was dirty enough as it was; he really didn't need to go adding to it. Actually, to hell with just the concrete, the rest of this place wasn't any better.

He stood in a narrow alley that was overflowing with refuse; most of it so far gone that there wasn't even a stink anymore. The buildings on either side of him rose tall into the black night sky; the likes of which he had only seen in Manhattan. The stucco walls were caked with grime to a height of about five feet and the windows were either cracked or so dirty no light could get through. The fire escapes creaked and swayed in the gentle breezes that propelled loose poster papers across the street. One such poster caught on his ankle. Curious, Walter bent down and picked it up.

**By the order of Judge, **

**All citizens are to be within their homes by sundown every evening.**

**Anyone found on the streets after curfew will be sentenced to the Dip.**

**No exceptions. No excuses.**

**~The Triumvirate~**

It was stamped with an elaborate wax seal bearing a raven and a cat gathered around a mirror. Walter gazed at the missive, a terrible realization sinking into his mind.

"I'm not... This isn't where I started." he whispered. "This isn't Manhattan and it isn't Los Angeles."

"Whatcha talking about?" asked that same wheezing voice from earlier just before it broke into heavy coughing. The poster was crunched between Walter's hands as he turned to face the source of the cough. From the shadow cast by a dim streetlight (so dim it might as well have not been there at all), there was a rising trail of smoke and the glowing end of a large cigar.

"'Course this is LA." the wheezing voice finished. The orange glow brightened as the owner sucked in another gout of smoke.

"I'm sorry, but this does not look like Los Angeles to me." Walter said patiently. "Though I admit that I'm quite lost. Perhaps you could tell me what part of the city I am in."

The smoker replied by hacking up half a lung. Not literally though, but he was coughing so hard Walter thought it a miracle that no internal organs ended up on the ground.

"What the hell kind of freak are you supposed to be?" the smoker asked, laughing that same grungy laughter from before. Definitely one of the men who had been in alley while he had been in the dumpster.

"I beg your pardon?" Walter tried to keep his voice calm, but he had already felt a spark of anger at the insult. "I demand you face me, sir. And apologize at once."

The smoker started to laugh and cough at the same time, an ugly, unhealthy sound -- but he came sliding out of the shadows nonetheless. And revealing that he was no man at all.

He was a weasel.

The weasel stood -- **stood** on his hind legs, roughly four feet tall and wore clothes -- clothes! -- over his smoky blue fur. The clothes consisted of a wrinkled dress shirt, a black vest, a loose black tie and no trousers. Resting between his ears was a grayish-white bowler cap littered with the butts of many cigars and cigarettes. Long, nicotine stained fingernails clutched a fresh cigar.

Walter stared with wide eyes. His mother's words about how it was impolite to stare came back to him right then, but how could he not stare? It was a weasel wearing clothes, walking on two legs, smoking a cigar and apparently was intelligent enough to insult him.

Mad high-pitched laughter jittered out behind Walt and as reluctant as he was to look away from the talking weasel, he turned to see what new arrivals he had. He was far from disappointed, as they were also weasels in an identical state as the smoking one; walking on two legs and clearly able to speak.

The weasel in the lead had brown fur and wore a light pink double-breasted suit coat and trousers with a gold chain in the left pocket. A reddish-pink, bejeweled tie rested on a white dress shirt. On the weasel's head was a light pink hat with a darker pink rim-band and spats around his black shoes. One clawed hand held a revolver aimed in the general direction of Walter's belly.

Another weasel had long greasy black hair and dark brown fur. He wore a green suit styled trench coat along with spectator shoes and green trousers hiked up all the way to his chest. This partially obscured the pink tie and white dress shirt. A tall green hat sat on his hand. He kept snapping a knife blade up and down, eyeing Walter in a way that man definitely didn't like.

The third was the most unstable-looking, in Walter's opinion. This weasel was dressed in an unbuckled Canadian Long Jacket straitjacket. His muzzle is prematurely white and his eyes were blue with yellow and white swirls. His fur was unkempt at the hairline, giving it a spiky appearance. In one muffled hand was what Walt recognized as a barbershop straight razor.

The fourth weasel (or fifth, he supposed) wore a horizontally striped blue and white T-shirt that was a bit strained by the overweight belly, a red beanie with a propeller on top, and white tennis shoes that were untied; the laces dirty and straggling. He had a pigeon-toed stance and he was holding a baseball bat with a nail through the top. His lower jaw hung open a little and his eyes didn't seem to be quite in focus.

But what Walter couldn't ignore about any of these five weasels was just how unnatural they looked.

_They're walking, talking weasels, Walt old boy. That in itself is unnatural._ He chastised himself.

Or maybe it wasn't that. There was something distinctly off about their appearances -- not the clothes or the shoes of the weapons, but something else. They reminded him of -- of the window and the rabbit hole! Just like the window and the rabbit hole, none of the weasels seemed entirely real. Like they belonged on a drawing board.

Like they should have been cartoons.

"We-e-ell, lessee what we got us-selves here this time, boys." the pink-suited weasel said to his cohorts with a leer. The voice revealed him to be none other than Oily from earlier. He kept his revolver trained on Walter's belly as he walked forward. It was a bit of a waddle, but it got the job done.

Walter clenched a hand into a fist and silently dared the weasel to try something funny. If Oily noticed the scowl on the man's face, then he didn't comment on it. He stuck his nose forward and sniffed at Walter.

"Lessee... Male... 'Bout mid-twenties..." Oily was muttering to himself between each inhale. He smirked. "Ain't a eunuch..."

The pink-suited weasel started to circle Walter while the rest of the weasels kept a sharp eye on the stranger. One hand circled around Walter's waistline. The weasel continued to sniff and mutter, drawing various conclusions about the man based on smell alone. His voice was just barely audible. The hand trailed behind its owner, dipping down almost negligently towards--

_Dear Lord!_

Walter's reaction was based on pure instinct, otherwise he would have thought a second before punching the weasel in the nose.

Oily staggered back with a cry of pain, holding his nose with one hand. The other four weasels surged forward with retaliatory shouts. The one in the straightjacket let out an insane little cackle and jumped on Walter's shoulders, the straight razor brandished wildly. The sharp blade flashed in the dim orange light from the street lamp. The weight of the weasel bowed Walter over, allowing the smoking one to seize the collar of his shirt.

"You gonna get it now, boyo." he hissed, blowing a cloud of smoke into Walter's face.

"Cut it out, boys!" Oily shouted suddenly. Other than his nose looking a little off, he was fine.

The weasels let go of whatever body part they were clutching and backed off; except for Straightjacket still perched on Walter's shoulders.

"Get off the freak, Psycho." Oily commanded. "You ain't know where it's been."

Psycho made a disappointed sound and reluctantly slid off Walter's shoulders. The weasel squeaked out a series of unhappy noises that made Walter very glad indeed that the crazy little weasel didn't have that straight razor anywhere near his throat anymore.

"Want I should plug him full of lead, boss?" the smoking weasel asked. The cigar bobbed in the corner of his mouth, but in his hands was a Tommy gun.

_Where did that come from?_ Walter wondered.

All the weasels were holding their respective weapons in a manner that was more than just a little threatening. Walter was painfully outnumbered and outgunned to boot. There was nothing he could do except hold still and wait for Oily to finish his inspection.

The pink-suited weasel did it very quickly however. One cursory examination and quick tap to the knee later, he was stepping back amongst his fellows.

"I know what he is. He's a freak!" Oily concluded triumphantly. He grinned toothily at his comrades. "An' we know just what to do with freaks, don't we boys?"

In his youth, Walter had once seen his neighbor's cat stalk a sparrow across the yard. Fascinated by it, he hadn't interrupted. He remembered with distinction the way that sparrow had taken to the wing in fear upon realizing the danger it was in. At this moment, Walter wished he was that sparrow; because at least it got to fly away. He was stuck on the ground with five grinning weasels. He knew they were up to no good. he had never known a weasel to be up to any good.

So he punched the pink-suited one in the nose again and stole the revolver.

"Stay back or I'll shoot!" Walter threatened. The gun felt heavy and unwieldy in his hands.

The weasels looked at him and then at each other. Then they laughed; those grungy titters and that high cackling.

"And then what?" the green-suited one sneered. He was the one with the strong Spanish accent and in addition to the switchblade, he had a revolver as well.

"Yeah, what happens next?" the smoker taunted, hefting his Tommy gun.

Walter drew a blank. He was smart enough to admit to himself that there hadn't been very much to his plan in the first place. He had sort of been hoping that these weasels were the cowardly type that would get discouraged when their prey started to show some backbone. But that was obviously not the case.

Fine by Walter. He had flown by the seat of his pants more than once. He could do it now.

Aiming lower, he squeezed off one-shot at the weasels' feet, making them jump back in alarm. Then he dropped the gun and ran.

"Get 'im, boys!" Oily shouted, shoving them down the alley. "Can't have a freak on the loose!"

"Freak on de loose! Freak on de loose!" Psycho trilled, waving his arms as he ran. The tone couldn't strictly be called "happy". A rather psychotic version of 'happy' maybe...

Running away was a pretty lousy plan even by the low standards Walter had set for the time being. But it was far better than just standing there and letting those weasels do as they jolly well pleased.

It just didn't stop the plan from being lousy; an idea that was reinforced when it occurred to him once again that he had absolutely no idea where he was. The smoking weasel had mentioned something about this city being Los Angeles, but it was no Los Angeles Walter had ever seen. The resemblance was minimal. This place was plenty built up, the buildings rising higher than LA back home. The billboards advertised things he had never seen before and the streets failed to intersect in the pattern he was familiar with. He knew for certain that Hoover St. never even touched Avalon Blvd. But here they were. Intersecting like there was no tomorrow.

It was this lack of knowledge that worked against him. Just when he decided to take a run down Hoover St. (because back home it always got within spitting distance of Hyperion Avenue if he went far enough north on it), a motor car lurched out of the adjacent street, bletching black smoke from the tail pipe. The tires screeched and squealed and generally made a raucous as the driver struggled to control the vehicle. There was a horrible shriek when the driver stomped on the brakes and brought the vehicle (more like a paddy wagon, complete with siren) to a halt in front of Walter and cutting off his path of escape. Oily leaned out the driver's side window.

"Nice try, freak." the weasel leered. He leaned over his shoulder. "Book 'im, boys."

The weasels piled out of the wagon, tripping over each other as they did. Walter looked left and right, wondering if he still had a chance to run, and he noticed that lights were coming on in some of the windows of the buildings on either side of the street. Curtains were twitching back as the occupants peered at the scene curiously. At least he assumed that they were curious, because he didn't see a single face. Barely an eyeball in most cases.

_Are they scared?_ He wondered, seeing one curtain practically slam shut when he glanced in the general direction. _They must be. People who aren't scared don't act like they've done something wrong._

The beanie-wearing weasel was coming towards Walter now, holding a large pair of handcuffs that would surely slide right off Walter's wrists. Ringing the inside of the cuffs was a clear plastic tube filled with a cloudy white liquid.

"Heheh... Put de trash away." Beanie said with a stupid-looking grin. He started to unlock the cuffs, but they didn't move an inch. He frowned at them like they were the world's most difficult puzzle, then tried the method of simply pulling on them and getting no results.

"Gimme those, Stupid!" Oily snatched the cuffs away from the beanie-wearing weasel and easily winched them open. He brandished them, leering all the while. All around them, curtains suddenly flew back into place.

"On what charges am I being arrested for?" Walter asked quickly.

Oily paused mid-stride. "What are you sprouting now?"

"You heard me. On what charges am I being arrested for?" Walter asked again, his arms crossed. "I don't believe it is the right of the law officers to go snatching people off the street when they haven't done a thing wrong. I have reason to believe that you're trying to arrest me under false pretenses."

"False what?" The weasel's pointed snout crinkled in confusion.

"I demand to see your commanding officer or whoever is in charge of the law enforcement around here." Walter said, puffing his chest out defensively. "And let them decide for themselves whether or not I've broken any laws."

His words definitely struck something with the group of weasels, though judging from their reactions, it was fear that he inspired. All five of them noticeably cringed and ducked their heads, their ears laying flat to their skulls.

The pink-suited weasel -- whose name was actually Smart Ass -- exchanged a furtive look with each of his brothers (all from the same litter) before grabbing Wheezy the smoking one and Stupid the-- well, stupid one and hauling them into a close football huddle so the freak couldn't overhear, even by accident. Greasy and Psycho followed suit.

"'Kay, Smart Ass. Whaddya we do with the freak?" Greasy asked in a low hissing voice. "Though we was gonna Dip him."

"Dunno... Something about him I dun like." Smart Ass admitted, glancing over his shoulder to Walter, who simply stood by, waiting patiently for a verdict with his arms crossed.

(Walter considered taking the opportunity to run while they argued, but that might make him look guilty. These weasels seemed to have a somewhat twisted idea of what justice was. He didn't want to give them any ammunition.)

"Real shafty, if ya know what I mean." the pink-suited weasel finished. "Don't trust the Dip to work on him. You ever see a comp like 'im? Never! Don't trust him!"

"We takin' 'im to the Trium-- Triumv--" A bout of coughing from prevented Wheezy from finishing so he opted for: "Those three witches?"

"See witches! See witches!" Psycho giggled, rubbing his hands together. "Take freak to see witches!"

The pink-suited weasel seized his brother by the collar of the straightjacket. Psycho squealed and tried to escape, but a straightjacket was designed to keep the wearer inside the article of clothing.

"**I'm** the one who makes the divisions around here! Not you!" Smart Ass snarled angrily. He let go and Psycho stumbled back. "If the freak **wants** to see those witches, then we take 'im to see them. Let the _witches_ have fun with 'im. No dirt on our hands."

It was an appealing idea to the weasels. Anything that kept the spotlight off of them and on someone else. They were the cowardly type, but only when there was a real threat. To them, Walter really wasn't a threat. He was just a freak.

Besides, wasn't it the Triumvirate's job to deal with freaks like that one?

Otherwise, they had no reason to be in charge.

With a newly acquired grin that stank of ill ideas, Smart Ass broke the huddle first and turned back to Walter. The man showed his more attentive side to the loathsome creature.

"All right, freak." the weasel sneered. "Since you wanted it, we're off to see the witches."

* * *


	2. The Traveler

**A/N:** Reviews are welcome.

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Two: The Traveler

* * *

Walter often tried to live a life with few regrets. He aspired to ensure that everything he did, he did for a reason. Even if it was just the simple task of taking the garbage to the curb when asked, because that made Lillian happy. And when Lillian was happy, it meant that Walter didn't have to tread carefully to avoid upsetting her further.

Right now, he was regretting his about-face 'take-me-to-your-leader' decision with a great deal of gusto.

After deciding to take to him to see the witches (a.k.a. the Triumvirate), the weasels had arrested him somewhat violently. All of them save for Smart Ass had dogpiled onto the man, bringing him down through their combined weight alone. Smart Ass had then slapped the handcuffs on Walter. Surprisingly, the cuffs had been a perfect fit. Walter hadn't even been able to wiggle them loose a single millimeter. Wheezy had even snapped Walter's picture several times with a flash so bright he was blinded for the better part of two minutes.

But perhaps the most alarming moment of the whole thing was when he was about to get tossed in the back of the paddy wagon (a pained experience, he wouldn't deny). Every single window in the surrounding buildings had gone abruptly dark and from a few of them, Walter had seen fleeing figures.

It was like everyone behind those windows had been so afraid of being arrested as well, they feared that they would be taken in just for peering outside when there was activity on the streets.

A strong feeling of something not being quite right around here had trickled into Walter around that moment.

After locking the back doors securely behind Walter, the weasels piled into the paddy wagon with Smart Ass behind the wheel. The thing had chugged to life in a distressed manner, the engine coughing and struggling for a few seconds until Smart Ass had kicked at the underside near the steering column.

For the entire trip, Walter was kept against the wall by Stupid, who sat across from him, grinning vapidly and repeatedly thunking the baseball bat against the open palm of his hand. Though Walter had entertained thoughts about trying to pull one over on the dumb weasel, he had no doubts about that one's strength. Walter was one of those men who looked taller than his claimed height of five-foot-ten-inches. Though physically he was not much larger than his brothers, Stupid had easily lifted the man over his shoulder in a fireman's carry and still kept his head from scraping the ground.

Even if he should successfully pull the wool over Stupid's eyes, there was still the other four weasels and his bound hands to contend with. His knowledge of Los Angeles would serve him no good in this mirror version of the city. Everything was all wrong. None of his familiar haunts were where he remembered them being. The weasels would catch him again before he could get more than a few blocks.

For the moment, Walter decided that it would be far more productive to hold tight, and wait and see what this Triumvirate had to say.

Smart Ass navigated the roads, taking a northwards route (according to Walter's internal compass) out of the city and into a more suburban setting. It was still within the city; the buildings still rose in every direction. But it was-- Hollywood Hills?

Or at least it was back home.

Hollywood Hills was a neighborhood Walter had always caught glimpses of on his way home from the studio every night and it was not one that was easily missed either. And he could always see the sign from his studio. It was there even now; the tall white letters illuminated in the night. Except that the sign had been shortened. It read just'**HOLLYWOOD**' rather than '**HOLLYWOODLAND**' like he was familiar with.

Smart Ass directed the car right down one of the main streets in a none-too gentle manner. He also didn't take the curves very gracefully. The paddy wagon screamed around some of those hairpin turns in a way that made Walter sincerely doubt the weasel had complete control over the vehicle.

Walter also noticed that Hollywood Hills was clean. Clean and well-lit, unlike the rest of the city. He had seen dirt and grime coating the rest of the city in a thin film; bits of trash that had been neglected on the sidewalks; even a whole car tire left sitting in the gutter. It looked as though this area was still occupied by the rich and well-to-do regardless of where you went.

The strong feeling of something not being quite right around here turned into dread when he finally got a look at their final destination deep within the community.

"I wasn't aware the Grim Reaper kept a house in Hollywood." Walter muttered to himself.

The weasels laughed. Wheezy actually slapped him on the back and complimented him for the joke.

Walter hadn't been trying to joke. Seriously, it looked like the Grim Reaper had set up residence on this side of the living.

The house was more like a castle that had been transplanted from the Old World. It was not a large one; only a few turrets and towers that that failed to pierce the night sky like that castle that was forming in his imagination. Only a handful of light shone from the windows, suggesting that the hour was even later than Walter had guessed or everyone here just had an early bedtime.

But the most intimidating feature of the landscape was the thorns. Six or seven inches long they were, and black like the coffee his wife sometimes drank when she really needed to feel that caffeine kick in the morning. A whole thicket of these thorns grew wildly over the stone wall that encompassed the small castle and still more traveled up the side of the castle itself. If they were there to deter intruders, then they were doing a very good job. Walter cringed back at the sight of them, even though he was safe behind the walls of the car.

Though he didn't want to know how well a job the walls of the car might do if it got forcibly hurled at those thorns.

An uneasy silence settled over the paddy wagon as they got closer to the thorny castle. Smart Ass's finger clenched so tightly over the wheel that his knuckles were white under his fur. Greasy had taken out his switchblade and had started gouging lines in the dashboard nervously. Even Psycho had stopped trying to stab Wheezy when the smoking weasel wasn't looking and settled for haphazardly polishing the straight razor on one of his sleeves.

It got to Walter as well and he had a hard time not fidgeting. Stupid didn't exactly understand the concept of personal space and that nail was just a bit too close to Walter's belly than he liked. Extra incentive to keep still, he supposed.

Even the wagon's engine got quieter as they made their way past the thorns and up the drive. The choking coughs seemed to vanish completely until it was all but running silent. Silent as the grave.

_Old boy, what have you been told about getting dramatic when the situation doesn't need it?_ Walter held back a frown and kept his eyes on his shoes. His imagination had always been a fairly active thing, perhaps a bit more so than it truly needed to be. In his youth, he had been scolded more than once during school for allowing his imagination to run away with him.

He wasn't going to die here so his imagination had better stop conjuring up images of his own tombstone.

The vehicle pulled to a halt about halfway around the circular driveway where a fountain spluttered out rust-colored water. It was an ill-cared-for fountain; the bottom of the pool was coated in algae and scum and the water didn't look fit for any sort of life except for mosquito larvae (but even then). It took a moment to recognize the winged figure gracing the top of the fountain as a swan. The wings had broken off and the white stone had been colored black, its eyes filled in with moss. The elegant bird was just a mockery of itself. A smaller thicket of thorns surrounded the base of the fountain, ensuring that no one would want to get near it.

Stupid the weasel shoved Walter out of the back of the wagon; he fell flat on his face since he didn't have his hands to catch himself.

"Hey, watch the goods!" Smart Ass snapped at the dim weasel. "Don't make the witches think we've been misinterpreting him!"

Stupid muttered something that sounded vaguely like an apology and hauled Walter effortlessly back to his feet, then brusquely dusted him off. Walter stepped away from the beanie-wearing weasel, staring at Smart Ass. That one had been committing a malapropism just about every time he opened his mouth.

"Alright boys." Smart Ass stared at the set of ten-foot double doors that towered over the front steps. They were carved with a massive dragon surrounded more of those seven-inch thorns. Definitely a place that didn't want visitors. "Greasy, get the doorbell."

"Por supuesto que no!" Greasy swore. "You get it!"

"I'm the boss around here, Grease! Get the door before I turn you into Swiss cheese!" Smart Ass snapped, but Greasy stepped back with his hands raised. Smart Ass looked at the rest of his brothers.

"Head stays on neck." Psycho informed him, clutching his neck with both hands. Wheezy just stubbed out his current cigar.

"Stupid, get the doorbell." Smart Ass instructed.

The beanie-wearing weasel blinked slowly and looked at his brothers. Seeing their own reluctance, he shook his head very firmly.

"Someone get the doorbell!" the pink-suited weasel shouted, throwing his fists into the air.

"If you don't hurry up, I'll do it myself!" Walter called from where he was still standing in front of the grille of the paddy wagon.

"Shut up freak!"

There was still more squabbling about who was going to ring the doorbell. It was clear that none of them wanted to do it. Finally, Wheezy took matters into his own paws. He removed five cigarettes from a case in his pocket, then turned his back on his fellows. Walter saw the weasel pinch one of the cigarettes in half. Then he shuffled them in his hands and turned back around, holding the cancer sticks so only the tan butts were visible. He presented them to his brothers. One by one, the weasels each drew a cigarette.

It was Smart Ass who came up with the short one.

"Fine, fine... I was gunna do it anyways." he grumbled, turning away from the other weasels. "Useless, dumb, can't do nothin' right..."

The rest of it trailed off into a series unintelligible grumping that vanished completely when Smart Ass got on the steps. He went up them very cautiously, like he expected each step to turn into a trap door and dump him into a pit full of extremely poisonous vipers. Still, he made it to the top step with nothing of the sort happening and rang the doorbell.

Within the small castle, the doorbell rang like a great booming gong located deep underground. Walter actually felt the vibrations in the soles of his shoes. It gave him a chill. Other than the Grim Reaper, who on earth would want to live in a place such as this? He would be afraid to because of all the thorns. And then there was the general air of foreboding that the small castle seemed to give off in waves and the strong unease that was coming off the weasels. Both were so strong he could almost smell them on the breeze.

It seemed like they were kept waiting forever, but in reality, it probably wasn't more than a minute before the door was answered by a tall, hulking man whose massive frame filled the doorway. His girth was almost entirely muscle; huge bulging arms, a thick neck and a prominent hook-shaped nose. His black hair was cut in a pudding bowl style, falling to just below his neck. A beard scurried along his jaw line, meeting at a point on his chin while the pencil-thin mustache spread down to meet the rest of the facial hair. His dark eyes zeroed in on the weasel standing on the front step. Smart Ass choked.

"Hi... Er, got something for the wi-- the Triumvirate." the pink-suited weasel said hastily.

He looked over his shoulder and scowled when he realized that his brothers had missed their cue. He snapped his fingers furiously at them and pointed to the bottom step. Realizing what they were supposed to do, Greasy and Wheezy grabbed Walter's bound arms and pushed him forward.

"It's a freak, see? Was breaking curfew and he said we were arresting him under false presences. Wanted to see the ladies."

"Pretenses." Walter corrected. That verbal tic was starting to bother him.

"Shut up, freak." Smart Ass growled. He turned back to the large man with a sort of apologetic expression. "Don't mean to bother them so late, but..." He leaned closer to the man. "Don't think we can just Dip 'im."

The large man made his first vocalization, a rumble in his throat. He stepped back to clear the doorway and gestured the weasels to come inside with their catch. Walter was forcibly ushered up the steps and into a well-lit and lavish foyer bearing a magnificent grand staircase. The handrails were marble edged in gold. It was all so clean and white that he felt unbelievably dirty, like he should have taken his shoes off before going over the threshold. He did feel slightly cleaner than the weasels, though, who trailed dirty footprints behind them.

"I will fetch Lady Tremaine." the large man told them, scowling minutely at the footprints that the weasels were tracking around. Then he left, disappearing behind the grand staircase.

Greasy made a huffing noise. "Only the judge."

Confident that Walter wasn't about to go anywhere on them, the weasels started to mill around the foyer, commenting on the sparse amounts of furniture and the decoration. Walter's own curiosity got the better of him and he started to examine a large portrait of on one side of the entrance hall. The portrait was of a woman who was obviously very beautiful but in a very haughty way. She seemed to be sneering, looking down her nose at all who dared gaze upon her.

The return of the large man made him look away from the portrait and stopped Psycho from trying to stuff a crystal vase down the front of his straightjacket. The drying flowers and the water that had been housed in the vase previously were now strewn across the floor.

A woman had followed the large man into the foyer; presumably the Lady Tremaine he had mentioned. She wore a crimson gown with long sleeves and a high neck line. Her eyes were a gray-green. She was old enough that her hair had turned gray. It was pulled up in a style that reminded Walter of a heart. It wasn't a very attractive style but this woman made it work. Somehow. The years had been kind to her and she had managed to retain a sense of graceful beauty.

She raised a thin, arched eyebrow at Psycho. The white-snouted weasel immediately returned the vase to its pedestal. Then he hastily scooped up the flowers and put them back in the vase and tried to look innocent.

Lady Tremaine noticed Walter by the portrait and the already-arched eyebrow went just a smidge higher. Walter met her gaze without flinching. Though she (and the man) were both human, there was still a noticeable surreal quality about them. The not-quite-real, should-have-been-a-cartoon quality that he was starting to get used to seeing.

She turned to the large man who was waiting patiently nearby.

"Humbert, please remove these rats from the premises." Lady Tremaine requested stiffly in a voice that definitely spoke of high breeding and an impeccable education.

"Rats?!" three of them squawked, offended.

Humbert was able to seize all of them in his large fists and toss them out the door. Psycho giggled all the way and Stupid screamed like he was getting tossed off a cliff. The five weasels hit the dirt with heavy thuds.

"We ain't rats, ya witch!" Smart Ass howled mightily.

Humbert pulled the door closed on their protests and locked them as well. Then he inclined his head respectfully towards Lady Tremaine and left the foyer, leaving Walter alone with the woman.

He almost wished the man hadn't left.

"Well now," Lady Tremaine started, approaching Walter with measure strides. "And what is your name, young man?"

"My name is Walter -- ma'am."

He didn't feel entirely safe in these circumstances to give his last name. He decided to keep it to himself and he hoped the woman wouldn't press him for it. If she did, he could just pretend that he didn't have one. Some people didn't.

"Ah, you have manners." Lady Tremaine noted with a faint smile. "Such a rarity in this day and age. It would seem that the rats didn't have the manners to remove those handcuffs before leaving." she added with a pointed glance towards his bound hands.

"I don't suppose you would happen to have a key? These are a bit uncomfortable." Walter said.

"I imagine they are." Lady Tremaine said, her eyes wandering towards the door. "I will remove them for you if you can give your word that you will not attempt to run. I can assure you that any attempt will fail."

"I have no intention of running, ma'am." Walter said truthfully. Where would he go? He would bet anything that his house was not where he left it either. And if he happened to find it, he would no doubt not find Lillian there waiting for him.

"We will test your honesty in a moment." Lady Tremaine said.

From the sleeve of her gown she extracted a long white stick; at least a full foot and a half in length. Walter could not imagine how it had fit down there in the first place. But it seemed more than just stick. It shone with a faint white light of its own and Walter got the sense of something distinctly magical about it. Funny thing was, it was same feeling he had experienced the first time he had ever seen Oswald move across the screen.

_Magic?_

Lady Tremaine's lips moved in a silent incantation and she pointed the wand at the handcuffs. Walter felt something brush against the skin of his hands and then the cuffs loosened until they were sliding off his wrists. He pulled them off himself and placed them down near another vase of partially-dried flowers. He rubbed his reddened skin of his wrists and true to his words, he made no moves to run. Lady Tremaine smiled thinly and returned the wand to its position down her sleeve.

"A man of your word. You are an uncommon person." she said with the same satisfaction of a fat, happy cat.

"I'm afraid my disinclination to run stems from the fact that I don't know the city quite as well as I would like." Walter admitted. He then wondered if it was a good idea to tell her something like that. "I apologize if you find that disappointing."

Lady Tremaine actually laughed at him. It was the prim, tempered laugh of a high-born lady who made a routine effort to stay poised and in control of herself. It wasn't exactly a nice laugh as far as Walter's opinion went. Up close, there was something distinctly less lovely about the woman; something that set his teeth on edge and made the skin of his neck prickle uncomfortably.

"You needn't apologize to me. A gentleman who minds his manners is quite a find." Lady Tremaine said. She touched two fingers to his chin and tilted his head back slightly to get a better look at his profile.

Walter reflexively flinched back from the unexpected contact and a step away just to be safe. He had been having his personal space intruded upon ever since the weasels had picked him up and he was finding it to be very annoying.

"To be honest, I requested to see someone in charge. And they brought me here." Walter corrected. "I believed that they were trying to arrest me under false pretenses, as I knew nothing about the curfew until they mentioned it."

The faintest flicker of surprise crossed Lady Tremaine's face, but she was much too proper to let it linger for long.

"I'm familiar with many of the residents of this city. And I can safely say that few come to this place of their own free will." she said smoothly. "You either must be very foolish or you are a foreigner."

"I prefer that someone in a higher position of authority deem me guilty or not, rather than the pawns at the low end of the food chain." Walter said with a slight frown. "I'd rather not be punished by people who are not in any position to do that."

"They are quite low on the food chain, aren't they." Lady Tremaine agreed, nodding like this was just a well-known fact to everyone. "You'll have to learn to ignore those rats. They tend to be quite over-eager to carry out their duties.

"But knowledge of the curfew or not, what **were** you doing out after dark?" she went on. "The curfew rings at sundown every evening. The sirens can be heard quite a distance, as I understand. There are notices all over the city to remind people that they are not to be out after dark."

"I had only just arrived in the city, you see." Walter replied. He wasn't lying. It was mostly the truth after all. "I was trying to find my bearings when the weasels happened across me. Frankly, I didn't have the chance to get indoors."

"I presumed you arrived on foot, then?" Lady Tremaine's cold green-gray eyes swept over him critically. "You don't look like a traveler to me. You are not wearing traveling clothes. I see no luggage -- provided the weasels didn't confiscate that from you. Or you have chosen to travel extremely light. However, you do not look like someone who has been sleeping on roadsides, hitchhiking across the country or sharing meals with whoever happens across your path."

The wand suddenly reappeared in her hand and she jabbed it into the soft underside of his chin. Walter flinched but otherwise held still. If that stick really was what he thought it was, he didn't fancy spending the rest of his life as a toad in someone's back garden. Not this woman's back garden, especially. He could slice himself open on those thorns.

"The sirens are standard-issue across the entire continent; scattered throughout the countryside and as I understand it, they sound exactly the same. The curfew was enacted in every city and town six years ago." Lady Tremaine informed him. "I find it highly unlikely that even a traveler would have absolutely no knowledge of the sundown curfew, given its heavy enforcement." She canted an eyebrow at him. "Unless you have the proper paperwork to indicates you have permission to be out after sundown."

Walter realized that he had just been presented with an opportunity to bluff his way out of this, but the question was: Would it work? If the weasels had bothered with checking paperwork, he might have been able to fool them, but Lady Tremaine seemed to be a great deal more observant than they were. He had his sketchpad and he might be able to make something up on the fly (active imagination, you know).

But he just didn't think Lady Tremaine was going to fall for it.

"I have no such paperwork." Walter admitted with a small sigh.

"As I stated before, I'm familiar with many residents of this city and I'm quite certain that I have never seen you before. I have never seen anything like you before." Lady Tremaine said. "Frankly, you don't appear to even belong here. You look far too different. As if someone's brought a drawing to life."

_Quite funny. I considered saying the same thing about you._ Walter thought, meeting the woman's green-gray eyes.

"Who are you?" Lady Tremaine asked, leaning forward to look into his eyes. "And where are you really from?"

Walter was currently in an odd position. He had nothing to gain and nothing to lose (save for his life). Making the odd gamble here and there might pay off in the long run. And there was really nothing else for it. No explanation was coming to him other than the truth. He supposed that he was going to have to say it and see what Lady Tremaine made of it.

"I am from Los Angeles, but not any version of Los Angeles that you're familiar with. The circumstances that brought me here -- I don't believe I could adequately describe them without sounding like a fool." Walter said.

"Humor me." Lady Tremaine suggested.

"Very well then. I was on a train when the window began to look like a soap bubble. I touched it and the next thing I know, I'm being pulled down a tunnel. I wound up in a dumpster. The weasels found me shortly after."

It was a very abbreviated version of what happened, but something deep down inside -- that primal, subconscious side that recognized danger before the conscious mind did -- told Walter that with-holding the unimportant details wasn't a bad move. It wasn't like Lady Tremaine needed to know about his brother or where the train had been or why he had been on the train in the first place. Besides, he didn't like that glimmer that was appearing in her cold eyes.

"Well, now I see why the weasels brought you here." the gray-haired woman said softly. She backed away from him and moved towards the vase of dried flowers, mostly out of his line of sight. "To have such a thing fall in my lap."

"Lady -- Tremaine, was it? The weasels brought me here because I--" Walter broke off, for he was feeling inexplicably drowsy. He hadn't slept properly in over a week and he had been wondering when his fatigue was going to catch up with him. Had all the adrenaline worn off already?

Oh dear, was his vision supposed to be tilting sideways like that?

Darkness overcame him.

Lady Tremaine smirked as the man slumped to the floor in an enchanted sleep. She was getting to be quite good at casting that particular spell and she had damn well better be; what with her two -- ugh, housemates -- throwing magic about all willy-nilly just because they could.

Well, the self-proclaimed "Mistress of All Evil" and the supposedly "fairest in all the land" weren't about to get their rotten hands on this little gem. No, not if she could help it. And she could.

"Humbert!" Lady Tremaine barked.

The heavy-set huntsman returned quite promptly. He made no comment regarding the man sprawled on the floor in a state of deep sleep; well used to the oft-bizarre things that happened within these walls and well-used to ignoring them.

"Take this singleton down to the dungeon and lock him up." Lady Tremaine instructed. "Speak nothing of this, or else you will never speak again."

This wasn't the first time Humbert had been threatened in that particular fashion and it wasn't going to be the last. In a household bearing three powerful and power-hungry women with similar agendas and a desire to constantly shut one another out of their plans, he often found himself the unwilling confidante to a number of secrets. So many he often wrote them down just to keep track of them; marking them off whenever they were made public, so to speak.

Humbert picked up the strange man -- goodness he didn't weigh much -- and proceeded to carry him to the dungeon. Sometimes, the huntsman couldn't believe they even had one.

Smirking some more, Lady Tremaine slid the magic wand back up her sleeve for safekeeping.

_My little secret._ She thought happily, moving to douse the lights in foyer. _Until my plan is set and all the pieces are in place._

As started up the grand staircase to go to bed, she was secure in the knowledge that she finally had a bit of leverage over her two accursed housemates. With the exception of the weasels -- but they could easily be bullied into silence -- no one else knew of this man's existence. She was going to do everything in her power to make sure it stayed that way.

But a pair of little ears had heard most of the conversation and a pair of little eyes had seen most of the events that had transpired. Gone unnoticed by Lady Tremaine, whose head was now filled up with all sorts of villainous thoughts, there had been a small spy crouched in the shadows. A little girl barely more than seven years old, with skin as white as the snow, lips as red as blood, and hair as black as ebony. She was known simply as Snow White.

Hearing Lady Tremaine ascend the staircase, Snow White scrambled away from where she had been eavesdropping to hide. She wasn't supposed to be out of bed. If she was caught out of bed at this time of night, she would be punished. She didn't want to be punished so she hid in the nearest closet and crouched among the winter cloaks.

Snow White clutched her well-worn and much-loved rabbit plush to her chest. Her heart pounded loud in her ears and she held her breath, waiting for Lady Tremaine to pass by. She had to get back to her room (or at least her sisters' room) before anyone found her down here. Not only was she not supposed to be out of bed at this time, she especially wasn't supposed to be down on the second floor. But the up-upstairs bathroom had been out of toilet paper and Snow White hadn't wanted to sit on the toilet all night.

To her utmost relief, Lady Tremaine passed the closet door without pausing and soon Snow White heard the gentle clunk of the wicked lady's bedroom door closing. The little girl breathed out in a noisy rush and then covered her mouth. She was supposed to be quiet!

Snow White waited another moment before she started to move. Cindy once told her that they were always playing a game of hide-and-seek against the wicked ladies, even if the wicked ladies didn't think so. Cindy always said that if she was not where she was supposed to be and didn't want anyone catching her, the best thing for her to do was to stay quiet and be patient. **Especially** if the wicked ladies weren't actually looking for her. If she waited long enough, they would go away and she would be able to get back to base safely.

Slowly and carefully, Snow White stood up and straightened her nightgown. She made sure Mr. Bunny was secure under one arm and with her free hand, she opened the closet door. The hallway on the other side was dark and it was also empty as far as she could tell. One time Cindy had told her to look both ways before crossing the street and she had also told her the same thing worked inside the house. Look both ways for the wicked ladies if you were trying to get back to base. Or you would lose the game.

Keeping that in mind, Snow White looked both ways down the hall before she slid out of the closet, quiet as a mouse. She even closed the door again. There wasn't any need to let the wicked ladies know that there was a hiding spot.

Another part of the game that both Cindy and Rory stressed was the need to be swift and silent all the time. Hitching up the hem of the nightgown, Snow White dashed down the hallway on light feet. The very middle of it was carpeted so she didn't have to worry too much about the noise her bare feet would make on the floor. She snuck past the bedroom of that really mean step-sister Cindy had; past the grand staircase and the darkened foyer; and past the hallway down which her own mean step-mother slept.

At the very, very end of the hallway was a door. It looked nice like the rest of the doors in the house, but what lay behind it wasn't the nicest-looking. There was another staircase there, but it was kind of rickety and it wasn't painted pretty colors. The walls were all drab and ugly too. She and her sister had their bedrooms up here. They were above the library, but the rooms were a lot like the staircase and the walls. At least Cindy and Rory had managed to sneak some paint cans from the garden shed a few years ago and paint Snow White's walls a pretty powder blue. And they got anything that Ana and Drizzy didn't want anymore.

Snow White knew she was safer once she got behind the door, but she wouldn't be safe-safe until she had reached base. She threw the deadbolt like she was supposed to so that the wicked dragon lady couldn't turn them into toads while they were sleeping and then hurried up the creaking stairs.

The area above the library was divided into two bedrooms. Snow White had the smaller one all to herself while Cindy and Rory shared the slightly larger one. There was only one closet for all their big clothes and they had to share the bathroom. It was a tiny bathroom; just enough room for the sink, the toilet and the shower. They never really got hot water up there. The water was often warm at best and struggled out of the taps with flecks of rust here and there.

Snow White veered straight for her older sisters' room rather than returning to her own. A feeling of urgency tugged on her, so she didn't linger in the doorway long. She padded across the rugs that kept the floor from freezing their toes to Cindy's bed and jumped on it.

"Cindy! Cindy, wake up!" Snow White thumped her biggest sister on the shoulder with Mr. Bunny. "You gotta wake up, Cindy! C'mon!"

Another thump from Mr. Bunny, this time on the forehead, and Cindy -- or rather, Cinderella, as she was better known -- was brought out of her pleasant dreams of a totally different life where she did not have to worry about her wicked step-mother or her mean step-sisters or how much new emotional trauma she would have to smooth away at the end of the day.

"Snowy...? You're supp'sed to be in bed; it's late..." Cinderella sleepily wiped at the grit in her eyes and peered at her youngest surrogate sister. "What're you doin' up?..."

There were a number of reasons why Snow White would be up at this late hour. Cinderella had heard them all and being the oldest, she did her best to accommodate them all. Aurora slept so deeply that one practically had to drop her off a cliff to get her to wake up in the middle of the night. No matter what, Cinderella always woke up first. She was the best one for Snow White to go to if the seven-year old had a nightmare.

And little Snow White had lots of nightmares.

"I had to go to the bathroom." Snow White dutifully informed her.

Still caught on the edges of sleep, Cinderella didn't quite realize that past tense had been used, so she pushed the blanket back and swung her legs over the side of the bed, prepared to escort her littlest sister to the bathroom and back.

"Where are you going?" Snow White asked, a little bit of alarm in her voice when she saw this. Cindy couldn't walk away just yet!

"You said you have to go to the bathroom." Cinderella reiterated, unable to fathom what that look was about. "C'mon, it's late and we need to get some sleep."

"I already went." Snow White said, crossing her arms over her small chest. "I went downstairs--"

With that one word puncturing the last layer of sleep, Cinderella turned abruptly and put her hands on the younger girl's shoulders.

"Downstairs? You went downstairs?" The ten-year old girl asked. "Snowy, you know you're not supposed to be downstairs at this time of night. You could have been caught. And then what would have the wicked ladies done to you?"

"I know that! But I wasn't caught!" Snow White said indignantly, her cheeks puffing out.

"And thank goodness for that." Cinderella said sincerely. She didn't want to imagine what her step-mother or either of the other two would do if they caught Snow White out-of-bounds after bed time. She was quick learner, and she knew how and when it was beneficial to avoid any of their "guardians", but there was still a lot left for her to learn.

"What you were doing there?" Cinderella asked, putting a bit of sternness into her tone.

"I had to go to the bathroom and we were out of toilet paper! I wasn't gonna sit on the toilet all night." Snow White explained with a huff. "So I went downstairs to go. I was gonna be really fast about it and I was, but when I was coming back I saw one of the ol' ladies was by the front door--"

"Which one?" Cinderella interrupted. They had three old ladies to chose from and depending on which one it was, the aftermath of whatever was going on now would range from merely annoying to catastrophic.

"It was yours, Cindy." Snow White said with a meaningful look. "She was actin' like mine gets when the dragon-lady makes the house smell all funny."

"I suppose Stepmother is up to no good again." Cinderella sighed heavily. On one level, she was glad that Snow White had been eavesdropping and that this time around, they had some heads-up for the next grand plan concocted by one of their guardians. "What was she doing this time?"

"She was talking to a stranger. A man. I think he was a traveler, but he didn't have any bags with him." Snow White explained. She frowned. "But the weasels found him first so maybe they stole all his stuff."

"A traveler out after curfew?" Cinderella wondered, more to herself, though Snow White nodded anyways. "Well, he must be very brave. Or he's just very foolish."

"He didn't have any paperwork. Like the ones the wicked ladies have that let them be out after dark." Snow White went on. "The cat-lady didn't think he was a traveler because he didn't look like one. And he looked funny too."

"Funny? Funny how?" Cinderella wondered, partially bewildered. Snow White had gotten more concise in her explanations so they were a great deal less rambling and made more sense, but sometimes the older girl was certain that her littlest sister was only saying half of what she was thinking.

"The cat-lady thought he looked like a drawing that someone brought to life. I did too. Like he walked out of one my books or one of your stories or something." Snow White said, making odd motions around her head.

"Then what happened?" Cinderella asked. She might as well figure out what her stepmother was up to now.

"The traveler fell asleep and the cat-lady made Humbert put him in the basement. Then she came back upstairs and I hid in the closet and when she was in bed, I came back here. She didn't catch me, Cindy!" Snow White finished triumphantly. She was proud of herself for winning this round of hide-and-seek.

Cinderella started to chew on a fingernail before she remembered she was trying to break herself of that particular habit. From the sound of things, Lady Tremaine had cast a sleep spell on this man; this traveler who had broken curfew. The first person to do so since the curfew had gone into effect six years ago. She wanted to believe that this man was very brave for going around defying the system. There weren't many people who would try that. Judge Doom had terrified everyone in the States while Lady Tremaine and the other two were some of the most dangerous women this side of the Rocky Mountains.

"Cindy?" Snow White tugged on the sleeve of the older girl's nightgown. "What are we gonna do about the man? He's not supposed to be in the basement, right?"

"Well... No. Of course he's not supposed to be in the basement." Cinderella assured the little black-haired girl. "But if he's in there, then Stepmother is clearly up to no good again. We have to get him out before she can use him in her plans."

"How?" Snow White wondered.

The fingernail of her index finger found its way between her teeth again and she stuck her tongue in between her teeth before she could start chewing. Lady Tremaine had put the man to sleep. The sleep spell typically last between fifteen to twenty minutes; a full half-hour is she was particularly lucky that day. Usually enough time to get the victim into the dungeon and trussed up like the Christmas goose.

Either way, Cinderella estimated that they had at least fifteen minutes before they could actually get the traveler out of the dungeon. That was enough time to sneak the key away from Humbert.

"Alright, we'll wake up Aurora and get something figured out." Cinderella said, standing up.

"What are you doing?" Snow White wondered.

Cinderella smiled. "I'm going to recruit some help."

She walked over to the book shelf on the far side of the room. The shelves weren't very full, but they were dotted with knick-knacks rescued from the trash and the books that Drizella and Anastasia obviously weren't going to read.

Cinderella kneeled down until she was level with the shelf second from the bottom and knocked gently on the wall behind it. There was a small hole in the wood and out from the hole appeared the small form of a little brown mouse. A curious brown mouse for this one was dressed -- yes, dressed in a red shirt with a matching little hat that sat between his pink ears and small brown shoes. He also wore a thin overcoat that was a light shade of orange. Black eyes previously clouded by sleep peered at the ten-year old girl brightly.

"Cinderelly needs something?" the mouse wondered, smothering a yawn.

"Yes Jaq, I'm sorry to bother you so late." Cinderella said to the little mouse. "But I need your help with something."

The last of the sleep cleared from the mouse's eyes and they were filled with determination instead.

"Cinderelly needs help. I help. Gus-Gus helps too." Jaq said, thumping a fist to his chest. "What does Cinderelly need?"

"There's a traveler down in the basement. My stepmother had him put in there. My sisters and I are going to get him out, but we need to know which room he's in." Cinderella explained quickly. "Stepmother wants him for some reason and you know her reasons are never good."

Jaq nodded vigorously. He was very familiar with the wicked stepmother of Cinderelly's. And the wicked step-mother of little Snowy too. This was a dangerous house to live in if you were a mouse, but the protection they got from the girls made up for it.

"Stepmother cast a sleeping spell on him. It might be wearing off right now, so don't scare him." Cinderella added quickly.

"I'll get Gus-Gus!" the brown mouse said and scurried back through the hole to retrieve his friend to assist him on another escapade.

"Be careful! Watch out for Lucifer! And Diablo!" Cinderella called before the mouse got too far out of earshot. Then she pulled back from the bookshelf to see if everything was in place.

By "in place", she meant if Snow White was sitting on Aurora's back. Which she was. The seven-year old smiled and waved from her new perch.

While Aurora was nigh impossible to wake up in the middle of the night, Cinderella had discovered a way quite by accident. If you pinched the back of her knee in just the right way, Aurora would wake up like a shot. It usually worked best when she was laying on her stomach like she currently was. Snow White sat on Aurora's back to keep the nine-year old from performing the "shot" part of the wake-up call.

Cinderella nodded to Snow White, who nodded back and leaned her weight forward on her hands, which were pushed on Aurora's shoulders. This was starting to get more and more effective now that Snow White was getting older. The blonde girl was oblivious to what her sisters were about to do. Cinderella just reached down with two fingers and pinched in the right spot.

The effect was the same as it was every time. Burdened by the weight of the youngest on her back, all Aurora could do was jerk her head up in an attempt to figure out what happened. When she saw Snow White hovering over her shoulder, she let out a groan.

"Oh no..." she moaned. "What is it this time?"

"There's a traveler in the basement." Snow White told her.

"We're going to get him out of there." Cinderella said, motioning for Snow White to climb off. "My stepmother's up to no good again. Whatever she wants the traveler for, we're not going to let it happen. Right?"

"Right!" Snow White nodded hugely.

"Right, Aurora?" Cinderella looked at her other sister. Aurora looked like she was on the verge of dropping off back to sleep.

"Yeah..." The nine-year old yawned and started to sit up. Despite the fact that she was barely awake, she could hear the urgency laced in Cinderella's voice. Her older sister only used that tone when something big was going down.

Cinderella frowned a moment and then went back to her bed. She lifted up her pillow where she had been hiding a small bag that contained a few small candy bars that she had secreted away before her mean step-sisters had noticed. The small, fun-sized kind that people gave out on Halloween. It was highly likely that she would get in trouble for having them, but it was worth watching Snow White's entire face just light up when she saw them. She smiled even brighter when Cinderella gave one to her. Chocolate of any sort was a rare treat for them.

"C'mon Aurora, we can't be lazy now." the ten-year old said, nudging with the candy bar. "We've got work to do."

"Why do you need me too?..." Aurora wondered in a grouchy, whiny, sleep-deprived kind of way, but she accepted the little candy bar anyways. As a result of being such a darn heavy sleeper, she was not a terribly sweet person fresh out of sleep. It usually took some breakfast and some time in the mornings to get her back to her usually cheerful self.

"Because we have to stick together. If we don't stick together, then the wicked ladies win. So we have to stand as a united front and not back down." Cinderella cheerfully popped half of her candy bar into her mouth. "Besides, if we don't get that man out of the basement, my stepmother might do horrid things to him."

Aurora peered at the eldest surrogate sister with bloodshot eyes. "Cindy... D'you remember what happened last time we messed with one of their plans?... They were mad for weeks and the horned one made it so we couldn't talk to each other days. I hated that."

"I hated that too, but Aurora you know how much our-- er... our guardians want to get out of LA really badly." Cinderella said, putting her hands on her younger sister's shoulders. "They're so desperate that they'll even use some innocent traveler to do it. He had the guts to stay out after curfew and **then** come up here with the weasels and talk to my stepmother."

"I know, but--" Aurora pushed her blonde hair back away from her face.

"And a person like that must be someone special!" Cinderella interrupted. She was starting to sound a bit desperate herself. "My stepmother must have known that and if she knows, then Snowy's stepmother and the dragon-lady will find out in a heartbeat! They'll start fighting over him! Can you imagine being in that position?"

Behind Cinderella, Snow White shivered. She didn't even want to imagine it.

"And then--"

"Cinderella!" Aurora near shouted, remembering only at the last second to moderate her voice to a normal speaking volume. Cinderella bit her lip and glanced away, looking slightly ashamed of herself.

"Sorry." she whispered

"Cinderella, I never said I **wouldn't** help." Aurora said, taking her eldest sister's hands. "I don't want the dragon-lady or any of them to get out of LA. I just don't want to get caught doing it."

Cinderella grinned and hugged her sister gratefully. "Thank you, Rory."

"I guess one of us has to be level-headed, right?" Aurora giggled, hugging back.

Snow White fidgeted and then squeezed her way between the two of them, feeling left out of the sister moment. The three of them let it linger a bit, reminding themselves that they had to stick together no matter what.

After a moment of preparation -- quickly brushing their hair out and then tying it back so it wouldn't get in their way -- they put slippers on their feet and dressing gowns over their nightgowns. Then they snuck down the creaky stairs and to the dead-bolted door. Cinderella held a finger to her lips and then put her ear against the door and listened closely. The door was fairly thin and sound had always carried easily through it. It had always been their first line of warning if one of the wicked ladies was on a rampage.

"I don't hear anything out there." the eldest girl announced after a tense moment.

"We should go." Aurora said, reaching for the doorknob.

"Wait. What are we gonna do?" Snow White asked, looking between the other two. "If the traveler's in the basement, then Humbert's got the keys. Humbert's always got the keys. We need to get the keys from him first and then wait for Jaq and Gus-Gus to tell us where the traveler is."

"You got the rats in on this too?" Aurora's face paled. She had been Diablo gulp down too many rats to be overly fond of them anymore. Every single rodent she laid eyes on made her feel faint, because she kept imagining them being torn apart.

"They're not rats; they're mice." Cinderella corrected gently. "And they're very good friends. The sleeping spell will be wearing off the traveler any minute now and we can't waste time opening every single door to figure out which room he's in."

"Okay..." Aurora swallowed hard. "So how do we get the keys?"

Cinderella's face scrunched up in thought momentarily before she abruptly looked down at Snow White and smiled.

The seven-year old blinked, nonplussed. "What?"

In his bedroom downstairs, Humbert was getting ready to retire for the night. It had been a terribly long and tiring day for him; escorting the Mistresses around the city to their various duties. While he appreciated the fact he hadn't been turned into a toad or a flea or something small and easily squished, he found being in their presences very bothersome. And their treatment of the young princesses...

A light knock sounded on his door and before the huntsman could call out an invitation, the door creaked open a few inches. As the bed did not face the doorway, he could not see his nightly visitor. The door creaked open just a bit more, revealing young Snow White and more importantly, her tear-streaked face. Her hair was sleep-tousled and she was clutching her rabbit plush tightly.

"Young princess."

Snow White didn't move, but stared at the huntsman with wide eyes.

"Don't stand out there all night, little one. Come inside before you're seen." Humbert instructed, concern touching his voice. He had a soft spot for the youngest of the three girls who were forced to live like maids.

Snow White inched inside, but did not shut the door completely. She padded over to the huntsman bed, keeping her head down and trembling slightly. She came to stand on his right side.

"Little one, what's wrong?" Humbert asked kindly, sliding off his bed and kneeling in front of her, his back to the door.

"I had a bad dream." Snow White whispered to him. "I didn't wanna wake Cindy up."

"I see. What was your dream about?" Humbert inquired. He'd had little experience dealing with small children, but that wasn't going to stop him from making an effort.

Meanwhile, unseen behind him, Cinderella and Aurora slipped quietly into the room.

"I dreamed that I didn't have my sisters anymore." Snow White said softly. It was a very real fear of hers. "One day, they were just gone and I was all alone. It was scary and I hated it. I don't want that to happen."

Humbert smiled comfortingly and ran one hand over the seven-year old's hair, smoothing it out.

"You have nothing to fear, little one." he said, unaware that the cabinet where he kept the basement keys was being raided by light fingers. "If Lady Tremaine and Mistress Maleficent--" He ignored the way Snow White flinched at both names. "Ever decide to take your sisters away, I'll leave too and take you with me. And then we'll find them together, alright?"

Snow White nodded, but seeing as Cinderella was still closing the cabinet, she asked: "Why can't we all just leave now?"

"I'm afraid it's not quite that easy. Everything is unstable right now and we would be risking a lot of things to do it." Humbert said placatingly (Cinderella and Aurora sent their youngest sister triumphant grins on a job well done and then began to sneak out of the room). "Once they calm down, I'll give it some thought. But it has to stay a complete secret."

"I know. I'm always playing hide-and-seek. That's what Cindy says to do." Snow White said, trying not to stare at her sisters as they got out the door safely. "I should go back to bed."

"Would you like me to walk you back?" Humbert asked.

"No, I'm a big girl." Snow White protested, suddenly indignant. She half-danced around him and back towards the door. "G'night."

"Good night." Humbert said as the seven-year old left, shutting the door behind her. The huntsman chuckled as he resumed preparing for bed. Innocent childhood couldn't last for long in a household headed up Mistress Maleficent, Queen Grimhilde, and Lady Tremaine. Snow White was starting to grow up.

In fact, she was grown up enough to assist her sisters in a minor act of subterfuge, but Humbert wasn't supposed to know that.


	3. The Game

**A/N:** Enter three witches...

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Three: The Game

* * *

"We did it!" Cinderella cheered in delight, as loud as she dared. "I can't believe we actually did it!"

"I can't believe you actually talked us into that." Aurora said, still in the disbelieving-shock part of her relief. "I thought we were going to get caught for sure!"

"But we didn't! That's the best part!" Cinderella said, a slight squeal in her voice.

"Why did I have to distract Humbert?" Snow White wondered, struggling to get her slipper back on and still keep up with the older two. Her sisters were fairly dancing with excitement at a heist well pulled. "Why couldn't Rory do it? Or you, Cindy?"

"Because Humbert likes you the best, Snowy. That's why." Aurora told her in a matter of fact tone. "You're always the first one he hugs in the morning."

"And the only one he kisses on the cheek when we leave for school." Cinderella pointed out.

"He makes your lunch for you for school."

"And you don't even have to ask him to do your hair for you. He just does it."

"That said, you're the favorite." Aurora concluded, nodding. "It only makes sense for you to distract him while we do the dirty work. He didn't notice a thing back there. The system works!"

"I know that..." Snow White trailed off. She didn't like it when people played favorites with other people. Cindy's mean old stepmother did that all the time with Ana and Drizzy. She would take **them** out shopping for new things that were all shiny and pretty, and just ignore the three girls who hadn't something really brand-new in a long time. Cindy's clothes were second-hand and when she outgrew them, they went to Rory and then Snow White herself in turn.

It made her mad. She didn't even like being mad.

"Well, let's not argue about it. It got us the keys." Cinderella twirled them delightedly around her index finger. "Let's go. That traveler could be waking up right now!"

And she lead the way down the dark hallway.

They were fairly flushed with the success of borrowing the keys (because they really were just borrowing; they were going to give them back once they were finished). Cinderella was triumphantly clutching the keys in her fist and still smiling happily. Snow White was back in her dressing gown and slippers. Her black hair was smoothed down again and the scarlet ribbon retied. Aurora kept glancing over her shoulder to make sure they weren't being followed by anyone or anything. Being spotted out of bed at this time while ruining Lady Tremaine's plans was the last thing they needed.

The three sisters had snuck away from Humbert's room and were on their way to the kitchen. The basement access was outside and the quickest way to get to it was through the kitchen. The larder was on the first level of the basement, so the placement was there for convenience. It also meant that they wouldn't have to try and sneak out the front door, which was more dangerous.

Cinderella reached the kitchen door first and held it open for her sisters. She didn't close it until they were past her, safe and sound in the darkened kitchen. They were less likely to be caught here. This was sort of their territory; where they tended to spend most of the day. No one came in here to bother them. Except for Lady Tremaine and that was only during meal preparation to make sure they didn't burn the house down. She hadn't been coming in much lately these days, so maybe she was figuring that Cinderella could be trusted around the stove by herself.

"I didn't see anyone." Aurora announced as the eldest girl closed the door softly. It made nary a thunk as it fitted into the frame. "I don't think anyone knows that we're up."

"And Humbert thinks Snowy's gone back to bed. That's good. No one else has to know." Cinderella said, glancing to where Snow White was picking up their outdoor shoes. "We need to get the traveler out of the basement and away from the house."

"But how are we gonna get him out of the garden?" Aurora wondered; a very important question. "Dragon-lady's got her thorns everywhere."

"What about the path she blasted the last time she was mad? She wrecked half the garden." Cinderella reminded them.

Aurora shook her head. "Uh-uh, I saw her regrowing them. Only took a few minutes. It's all closed up now."

"What about the wall? I think she knocked that down."

"No way. She fixed that too. I don't think there's any other paths out of the garden."

Cinderella's train of thought hit the proverbial penny on the tracks and fell off the bridge it was crossing. She groaned despairingly. "Does that mean he's trapped here too?..."

"I think I saw one." Snow White piped up. She was sitting on a stool, trading her slippers from her outdoor shoes. They were starting to get a bit small for her, so she was fighting with them.

"Where?" Aurora asked in surprise. She knew the garden pretty well since she was the one who went out of the vegetable patch and picked the tomatoes and peppers and such. But after Maleficent had fixed all the thorns, she had seen all the possible paths close up.

"Well--" Snow White gave up on the shoes completely and tossed them away; they were just too small for her now. "When I was out watering the Fairy Godmother's flowers a few days ago, I think I saw one on the other side of the statue. You wouldn't see it if you were walking straight down the path. It's small, but the traveler's kind of thin, so he might be able to get through."

"**I've** never seen it." Cinderella admitted. Not that she had really been looking. "You'll have to show us where it is."

"It's gotta be a new one." Aurora said thoughtfully, her arms crossed.

"How do you figure that?" Cinderella asked her.

"Well, the Magic Mirror. Doesn't Snowy's stepmother use it all the time to make sure that the other two aren't trying to do things behind her back? When she does that, the Mirror also points out stuff likes paths through the garden so the other two wicked ladies can't sneak out that way." Aurora explained. She had once been treated to a very long rant on this exact subject. It had been a very recent rant too. "If the Mirror hasn't seen this path yet, then it must be brand-new."

"But I saw it a few days ago. That's not brand-new. That's old." Snow White pointed out, shaking her head.

"It doesn't matter." Cinderella said before Aurora would open her mouth and argue the point. "We just have to get the traveler out before the Mirror notices the path. Or finds out that my stepmother has the traveler in the first place."

"I hope the Mirror never finds him." Snow White said simply.

"It won't if we can help it." Cinderella said. She turned to where Snow White was glaring at her shoes. "Snowy, I think you outgrew your shoes. Take Rory's. Aurora, you can have mine." she added quickly before the nine-year old could complain.

"What about you? Won't your feet get cold?" Snow White asked with some concern as she reached for what had been Aurora's outdoor shoes.

"I'll just keep my slippers on." Cinderella decided.

With the footwear arrangement worked out to everyone's satisfaction, the three girls made their way out the back door and into the garden. They didn't bring any lights with them. There was no reason to alert anyone to their presence out here. As such, they kept to the wall, not daring to venture more than a few feet from the side of the house.

Why?

Because the garden was full of thorns.

A lot of thorns.

Black, seven-inch thorns.

Going out the front door meant an undoubtedly ill-fated trek through the back garden. Going out into the garden during the day was a hazard all on its own, but at least one could see where the hazards were. During the day, the back garden just looked like someone had let a thorny vine grow unchecked. It was a gnarly thicket that wrapped around much of the area, encompassing the vegetable plants and skirting around the Koi pond that the Queen had been quite insistent on putting there. As long as one stayed away from the thorns, the garden was fairly benign.

The gnarly thicket did steer well clear of the statue at the very back near the stone wall. The statue of Cinderella's unfortunate Fairy Godmother. She had turned to stone by her own wand in the wrong hands.

Going out there in the dead of the night was borderline suicidal and simply an invitation to bleed profusely from an artery. The back garden took on a nightmarish quality. The thorns would glisten in the darkness, like they were coated in fresh blood and dripping. The night air never smelled sweet; always the taint of iron that sat heavily on the back of the tongue. It made their skin crawl and the hair on the back of their neck prickle.

The night was when the garden turned into Maleficent's garden.

The girls always huddled so close together that they were stepping on each other's heels.

Aware that Snow White was squeezing her hand so hard she was losing feelings in the tips of her fingers, Cinderella led both her sisters around the perimeter of the house, towards the basement door. There was nothing impeding their progress, for which she was grateful. Anything that meant they wouldn't have to set foot deeper into the garden was good.

The walk to the cellar normally did not take very long at all in the day, depending on the weather. But that was walking in a fairly straight path from the kitchen to the basement. Not inching along the side of the house like the yard was full of vipers.

The basement door came into view; a hole cut out in the darkness. Cinderella balked when she saw a dark shape laying stretched out in front of the door. It was moving; moving like a shadow playing with a yo-yo--

"Lucifer!" Cinderella hissed angrily, at last recognizing the fat black cat through the darkness, playing with its unfortunate prey. That blasted cat seemed to be just about everywhere. And his presence always seemed to announce the failure of their newest plan against the three wicked ladies.

Lucifer the spoiled and somewhat overweight feline turned his head, blinking lazy green-yellow eyes at the three girls and his fur bristled at the sight of them, particularly Cinderella. Since Cinderella was in charge of feeding him every day, he would listen to her when he felt it suited him. He looked at the fat little mouse he was holding by the tail. The unfortunate Gus was covering his eyes and shivering in fear.

"Lucifer, put the mouse down." Cinderella ordered, one hand on her hip. The other hand pointed at the ground. "I mean it." the ten-year old added firmly, tapping the ground with her foot. "Put him down or you don't get any cream with breakfast. Your appetite will be ruined anyways. Mice don't taste good. They're very fattening."

_Thank you Drizella, for thinking that you're too fat. At least I know what I'm talking about when I'm saying stuff like this because you keep whining about it. _She added to herself.

This wasn't the first time Lucifer had tormented the house's population of mice and this certainly wasn't the first time Gus had been the victim of the cat's repeated terrorization. Not that Lucifer had ever been successful in actually eating one of the mice. Wherever they were, Cinderella often wasn't that far away so rarely did Lucifer get the chance before their blonde-haired protector swooped down on the scene to break it up.

This was one of those moments. Lucifer felt cheated.

But he was very fond of his morning cream.

Huffing but otherwise defeated, he tossed the mouse aside. Gus plopped to the ground and immediately scurried away; squeezing himself through a crack in the stone by the basement door.

"Go back inside, Lucifer. Go on!" Cinderella jabbed a finger at the kitchen. "You know you're not supposed to be outside at this time of night. Go inside before Stepmother notices that you're gone."

Lucifer gave the girls a look equivalent to _'You're not supposed to be out at night either'_ before he got to his feet at his own pace and stretched languidly. He turned his tail up at them and swaggered back towards the door. Only to get booted directly in the arse.

The cat yelped and skidded forward a few feet. From their hiding spots, the mice laughed uproariously. Lucifer shot a fierce glare over his shoulder for the culprit, but the three girls had already arranged their faces in wholly innocent expressions, so it was nigh impossible to tell who was responsible.

His pride now greatly bruised, for a feline was always supposed to be dignified, the black cat retreated indoors to see if his mistress was still awake enough to scratch behind his ears.

The garden sat in stillness a moment.

"Snow White!" Cinderella scolded, somewhat appalled by the youngest girl's actions.

The seven-year old looked up at her oldest sister. "I didn't do it." she said innocently.

"Just for that, she gets my dessert." Aurora said, to Snow White's delight. "That was really brave of you to do that."

"Really? Thanks!" Snow White smiled brightly.

"Aurora, don't encourage her!" Cinderella hissed. "We shouldn't--"

"I've wanted to do something like that for ages." Aurora went on, ignoring her sister. "I hate that cat so much."

"Me too." Snow White agreed, nodding solemnly. "I think it spies on us sometimes. It's worse than Drizzy. At least Ana can keep a secret. Sort of."

"Until Stepmother drags it out of her -- c'mon guys!" Cinderella pleaded. So much for making sure that both her sisters grew up with good manners. All her attempts had gotten damaged the moment Snow White had thrown her foot at that cat's backside.

Not that she hadn't _enjoyed_ seeing Lucifer take one like that. Cinderella had long since entertained the wistful fantasy of giving Lucifer a good kick.

But she never spoke of it. **Someone** had to be a good role model for her sisters and being the oldest them, it was her responsibility.

"Cinderelly!"

Jaq had emerged now that the danger of being eaten was gone. Gus hadn't returned, no doubt happier to stay out of sight. Aurora whimpered softly and pressed herself a little closer to the wall. Cinderella kneeled down closer to the mouse.

"Did you find the traveler?" she inquired.

"Yeahyeahyeah! Found him good! He in last room! At very back!" Jaq said, puffing his chest out in pride. "Waking up when me and Gus-Gus left."

"Good, thank you so much Jaq." Cinderella said sincerely. "You can go back to bed now. I know it's late. You must be tired."

"Cinderelly's tired too, don't forget!" Jaq said in his squeaky voice. He saluted her and the other two girls. "Nighty-night!"

"G'night Jaq. Make sure Gus gets a good sleep." Cinderella requested. The fat little mouse just didn't handle terror very well and he usually reacted poorly to the down side of the adrenaline rush.

Jaq was well aware of this, as were the rest of the mice in the colony. They would make sure that their friend got a good rest tonight.

With the mouse gone and disappeared back through the crack he had emerged from, Aurora sagged in relief and covered her face with her hands. There would never be a time she would be comfortable around the rodent variety of life. Snow White patted her sister's hand while Cinderella fiddled with the keys, examining them as best she could in the gloom. There was no moon out tonight, so that made it hard to see. But there were only two keys on the ring; one to unlock the basement door and the other to unlock the rooms in the basement. So she had a fifty-fifty chance of getting it right on the first try.

As she tried both keys in turn, her sisters kept a sort of lookout for things that oughta not be. But no matter how much they looked around, they didn't notice the small dark form that sat in the uppermost branches of the lifeless cherry tree. The thorns had overrun it a long time ago.

Sharp yellow eyes watched as Cinderella found the right key and twisted it in the lock. The yellow eyes kept watching as the three young girls slid into the basement out if sight. The owner of these eyes waited until the door had shut to move. It was Diablo the raven, the familiar bonded to the Mistress of All Evil, Maleficent.

Knowing subterfuge when he saw it, Diablo spread his wings and flew across the small courtyard to the suit of rooms that his mistress had claimed as her own. She had claimed one of the towers as well, for her experiments and to plot her schemes away from the prying eyes of the other two. Every wall was warded against the gaze of the Mirror as well.

The tower had no windows, only shutters and they were flung open at this time of the year, as the tower could get frightfully hot when there was flame under the cauldron. Diablo just swooped in and came to rest on his customary perch. Maleficent was there, bent over an ingredients book with a silver knife in one hand. Beside her, a black iron cauldron sat over a flame, bubbling and frothing. The raven rustled his wings and opened his beak, emitting a low caw. He knew that he was technically not supposed to interrupt his mistress when she was busy, but this was quite important.

Maleficent was not inattentive. She was aware of everything that went on; at least inside her tower room. She didn't have a magic mirror like the Queen. That was dangerous; to have two powerful and very similar magical objects in such close vicinity. She would not be responsible for imploding the entire house.

Then again... If the house blew up... They would have permission to rebuild it. To fit their exact wants and needs. The darn thing would likely be a great deal bigger...

Not that the house could rightly be considered 'small', precisely. It was larger than the conventional house, but it was smaller than many of the others in the Hollywood Hills district. It seemed like lately Maleficent just couldn't get any privacy expect in her own rooms. It felt like they had been tripping over each other a great deal more usual. She was sure that her two housemates shared those sentiments.

But she was aware of Diablo's return and of the impatient agitation he was currently experiencing. The potion needed to stew for a bit anyways, so she could spare time to find out what was causing him to feel that way.

"Diablo, my pet. A fine night, isn't it. The deadly nightshade is the freshest it's been all month." The dark faery ran her fingers over the smooth black feathers of the raven's head. "Is there something you need to show me?"

The bond between the master-familiar pair had been forged of blood; hers and his. They were bound at a deep level. It came with the advantage of being able to share memories and feelings when there was physical contact between them. It was how they communicated.

As Diablo's most recent memories crossed the link, Maleficent's thin lips curved downwards in a deep frown.

"There is a traveler in the dungeon. A traveler..." Maleficent said, her hand curling into a fist. An expression of understanding flashed across her features. She turned and reached for her staff.

"Lady Tremaine is up to her old tricks again." the dark faery said to the familiar. "But they won't get her far. She doesn't know everything." She held out her hand. "Come, my pet. We must move quickly."

Diablo fluttered across the open space and landed delicately on his mistress's hand. She transferred him to her shoulder.

"She will regret trying to hide such a secret from us." Maleficent said to the raven. Snuffing the light, she swept out of the tower room, her cloak trailing along behind her like the shadow of dragon wings.

* * *

The velvety darkness peeled back and Walter was left wondering why his head hurt like that.

For a short moment, he imagined that the last hour had just been a dream. A magnificent dream, but only a dream. He was still on the train, having knocked his head on the floor when the darn machine had screeched to such an abrupt halt. He would open his eyes to find his brother hovering over him anxiously, waiting to see if he was alright. The ceiling would still be hazy with smoke and cold rain would still pelting down outside the carriage. He wouldn't even be halfway home, but he would still be on his way.

He had not gone falling through a rabbit hole; through rip in the space/continuum to get tossed in a dumpster somewhere in a cartoon-like Los Angeles. He had not been arrested (however inexpertly) by a bunch of weasels. He had not met a woman with a magic wand living in a castle. None of that had happened.

Never.

His luck was falling rather short of the mark lately; he had to say.

Though he hoped dearly to see the train car and the seats when he opened his eyes, none of those familiar sights greeted him. Actually the opulent foyer of the house/castle would have been a right better sight than this.

Walter was no longer in the foyer. Instead, he was sprawled facedown in what he fancied was a dungeon. He had a funny feeling he had been dropped in here because his arm (which was losing some sensation in it) normally didn't end up curled under his chest when he slept. And he was always so good about not hitting his head when he lay down.

Come to think of it...

Lady Tremaine had been holding a magic wand when everything had gone dark on him. She had been holding a magic wand and she had been standing behind him. He hadn't been kept an eye on her. If literature had taught him anything, it was that people holding magic wands weren't exactly the greatest sort of people.

"I am beginning to think that Lady Tremaine isn't quite the woman of her word that she claims to be." Walter said to the pebble that was sitting about a foot from the tip of his nose.

He started to pull himself upright slowly. It didn't feel like he had broken anything, thank goodness. He was still in one whole piece. Ignoring the new collection of dust covering the front of his clothes, everything was pretty much as he had left it. He sharply dusted himself off and took a look at his new surroundings. Not that there was a lot to see. The jail cells of Kansas City had been more interesting; at least from what Walter remembered of them when he had gone carousing with the boys one night. He vaguely recalled that the police had taken them in for their own safety.

But the Kansas City jail cells actually had windows and bars, so at the very least you could look outside and there was a chance of seeing something interesting. There was nothing interesting here. He had basically been placed in a cement room. The iron door had a grate on the bottom and the light bulb was barely worth the ten watts it was putting out.

Not exactly warm and cozy, but was dry. He supposed there were worst places to spend the night.

Walter was just about to lay back down and see if he couldn't get a little bit of sleep (lord knew he needed it) when any chance of that happening was derailed by the noises coming from the other side of the door. They were faint at first -- the door muffled most of the sound -- but they grew marginally louder as they came closer. Walter practically jumped to his feet when they became identifiable as voices and by that time they were at their loudest; right outside his door.

For a second, he thought Lady Tremaine had decided to pay him a visit and that she had brought some friends with her, but he realized that the three voices were too youthful. They were the voices of young girls who were still far from womanhood.

_There are children in a place like this?_ Walter was appalled by the mere thought of it. Childhood was the most innocent time of one's life! Where the person was still blissfully ignorant of the hardships that plagued the real world. It was a time to be treasured! Not wasted in a place like this!

The level of child labor in the US had really come down in recent years and it looked like it was going to stop altogether. He was glad for that. Growing up in the countryside, Walt hadn't faced the same things as city-children had. He had helped maintain the house yes, but he had also gotten to do the things he loved. Like draw pictures of Rupert the horse for Doc Sherwood and watch the trains speed by along the tracks.

He looked back on his childhood fondly.

There was a loud hissing from one of the girls, shushing the other two. Then a key rattled in the lock. Walter got the feeling that these girls definitely weren't supposed to be doing this.

The lock opened with a loud click that made him jump. He wasn't the only one. The girls on the other side jumped in surprise as well; making yelping noise like a mouse that had been trod on and then loudly shushing each other. The door gave a creak and slowly moved outwards. When it was open far enough to admit a small person, a small person did indeed appear. A little girl.

She couldn't have been more seven years old and she already showed signs of being a very lovely person, both inside and out. She had black hair and reddish-brown eyes that regarded him with undisguised curiosity.

"Are you the traveler, mister?" she asked in a polite, sweet-sounding voice.

And just like that, Walter was suddenly extremely aware of the amount of dust that had collected on his clothes; of how bedraggled he looked from his ongoing deprivation of sleep; and he found himself straightening his collar in an attempt to appear more presentable.

"Yes. I -- I suppose I am." he said politely. What else was he right now, other than a traveler?

At the sound of his voice, two more girls seemed to materialize out of the shadows behind the first. They were older than the black-haired girl and very close in age -- he judged the younger was nine years old; and the elder ten years old -- eleven at the most. They were both blonde-haired -- though one was more golden-blonde than the other; the other being more of a strawberry-blonde. And both of them were looking at him with a small measure of distrust.

"You're the traveler that my stepmother talked to?" asked the strawberry blonde-haired girl. As she spoke, she laid a hand on the youngest girl's shoulder and firmly steered her out of the way, and then took two steps forward so the youngest was behind the two older.

Having grown up with a grand total of four siblings with three of them being older than him by a margin of eight to thirteen years, Walter recognized an automatic and unprotested gesture when he saw one. But it also spoke volumes about how much these girls were risking to be down here in the first place.

If caught, who knew what they would receive as punishment.

"Dear me, that woman was your stepmother?" Walter asked. He wasn't as surprised as he thought he would be, however. That **would** be the only reason to find children living with a woman like that. "I'm very sorry about that. Does she always use that magic wand on her visitors?"

The blonde-haired girl's lips twitched at the comment, but she was quick to squash the burgeoning smile in favor of a more serious-minded expression. She was definitely the eldest; the one who did their best to keep a straight face while the other two covered their mouths and hid their smiles, though their eyes danced with amusement.

"Listen Mister--er, Traveler." she started, causing Walter to raise an eyebrow at the unexpected designation. "We're not supposed to be down here so we have to get back upstairs before anyone knows we're not in bed. You need to get out of here. I think you're in a lot of danger."

"How much danger?" Walter asked cautiously. He was no fool and he couldn't afford to be one in this bizarre world where everything looked wrong and it was still difficult to tell the good from the bad.

"A lot. If you thought my stepmother was just unpleasant--" The strawberry blonde twisted a pair of keys between her hands. "Well, the other two are even worse! And if they find out you're here--"

"You're doomed!" the golden blonde interrupted, looking somewhat frantic. "Did you see all the thorns outside? My -- My guardian grew all those and she calls herself the Mistress of All Evil. And she really is evil! She can turn herself into a dragon! A big ugly black one!"

"A -- dragon?!" Walter repeated incredulously. That was-- That was pure madness! No one could turn themselves into a dragon!

Well, Lady Tremaine had a magic wand.

And this wasn't exactly the world he had grown up in.

He had better start looking at things with a more open mind, hadn't he?

"**My** stepmother's got a magic mirror." the youngest girl said with an odd tone that sounded strangely like pride. "And something called an in-fer-ri-or-rity complex." she added, carefully pronouncing the word. "I don't know what that is, but it makes her do crazy things. Cindy's stepmother's says that mine's feeling her age."

The eldest of the girls looked down at the youngest with a slightly patronizing look; as if silently trying to tell her that she was saying too much. Walter couldn't help but eye the interplay curiously. It reminded of his own siblings; how they were able to communicate with each without so much as saying a word. It really must have been a sibling thing.

"We came to get you out." the strawberry blonde (Cindy?) went on after she felt that she had sufficiently warned the youngest girl. "My stepmother wants you for some reason and we all know that none of those reasons are going to be nice. And if the other two find you down, their reasons are going to be even worse than hers. I can tell you that much."

Walter contemplated them for a moment. "You three girls live here?" he asked.

"We don't want to, but yeah." the strawberry blonde said, shrugging.

"And you're certain that I'm in some danger." Walter inquired. Maybe it was just him, but he wasn't feeling it.

The girl took a breath, no doubt to respond, but she didn't get that far. A shadow detached itself from the doorway and suddenly dive-bombed her. She yelped and threw her hands up reflexively to chase the attacker off; a large black raven, Walter saw. Its yellow beak snapped at the girl's and connected, causing her to drop the keys when the small pain flared in her hand. The raven snatched the key ring out of midair and swept out into the stone hallway.

At the same moment, the middle girl screamed in fright and shoved both of the others forward into Walter's cell. This knocked them so far off-balance that they teetered forwards and he stooped instinctively to catch them. The eldest girl collided with his chest and sort of bounced off. Without thinking about it, she grabbed his arm to keep herself from falling over. The youngest didn't go falling forward quite as far, but she hit the ground and scrambled towards him. The middle girl just latched onto him and shook like a leaf.

All this happened in about three seconds. And the reason appeared almost directly after that.

To his dying day, Walter would swear on all that he held dear that the room temperature dropped a good thirty degrees in the space of half a second. In the hallway, the shadows seemed to peel back; revealing a tall stately woman who seemed to have a disproportionately long neck. The illusion was created by the high collar of her finely tailored black and purple robes, and further accented by the horned headdress she wore that did bring to mind a dragon's head. Her eyes were yellow; her fingers were thin, the nails long and crimson; and her skin possessed a green-ish cast. In one hand she held a wooden staff topped by a yellow orb. The raven fluttered down on top of the orb, the keys swaying from side to side. The bird looked quite smug with itself.

But in contrast to Lady Tremaine, Walter knew there was something extremely dangerous about **this** woman. There was no idle thought at the back of his mind. He didn't have to make a guess. He just knew without a second look. This woman practically radiated evil like it was a new scent of perfume. She reminded him of a fairy; ethereally beautiful, but dark and dangerous. This woman was a living embodiment of evil.

That and the way the three girls had moved to using him as a shield despite him being a strange stranger was a pretty big tip-off as well.

"Oh, I don't think you're in any danger." the dark faery said, speaking to Walter. "Not in any **immediate** danger."

"Who are you?" Walter asked. He wasn't feeling quite so polite anymore.

The dark faery laughed and it sent chills down the man's spine. It was not the laugh of a person who found anything actually funny. It was the laugh of a person who had done so because they felt it was the appropriate response. There was _nothing_ behind it.

"I have been called a number of names that are not necessarily fit for young ears." she said, her oddly yellow eyes flickering to the three girls cowering behind Walter. "Names given to me an ungrateful populace. By people who think I am so kind of -- monster."

She let the word roll off her tongue (Walter was actually surprised to see that it wasn't forked) in a tone that implied she found the very idea of such a word being attached to her completely and utterly ridiculous.

"I have grown rather fond of one name: the Executioner." the dark faery added with a thin-lipped smile. "They like to call me 'the Executioner'. I'm quite certain you do not want to find out why."

The thin-lipped smile vanished in a heartbeat and the dark faery fixed a fierce glare on the three young girls. They made whimpering noises and Walter felt the hands gripping his clothes tighten their grasps. He raised his hands just slightly, palms facing inwards as if he could keep the girls behind him and from harm with just his body.

"This will be the last time you intervene on my agendas. When the sun rises again, I can guarantee that you will not be there to see it." the dark faery said in an icy voice. She backed away out of the threshold and the shadows reached out to embrace her again. The door swung shut and the lock made a very final sounding ***click***. Out of the gloom, her voice came one more time.

"Pleasant dreams."

* * *

Maleficent had always been fond of the game of chess. It was a wonderful game of strategy; each move needing to be made with careful deliberation to remove the opposing pieces and capture the king. She had always enjoyed finding a good game and a good opponent to go with it. It was a shame that both were often in short supply. With her reputation as being the Executioner of the trio preceding her, the general citizenry often avoided her if it was entirely within their power. It would be a bit rude to snatch someone off the streets and ask them if they knew how to play chess and if so, would they like to play a round or two against her.

Her housemates weren't much better. Lady Tremaine could never seem to grasp the concept of making long-term strategies, which was probably how she ended up with a nosy stepdaughter. The Queen held no love for the game. She moved too quickly when she made an attack and while she was good with strategies, they often lasted no less than four or five moves each.

There was only one person Maleficent felt ever made a worthy opponent in the game; able to match wits and each other move for move. But Jafar did not come stateside very often. Less than three times a year and rarely could he get away from business long enough to indulge the dark faery's whims. They barely got the chance to speak with each other of inconsequential matters. Every time they parted ways, they challenged each other to a game the next time they met. Between the two of them, there was a good twenty un-played games that they needed to catch up on.

Having no immediate person to challenge, Maleficent had seen fit to expand the playing field and the players to include the entire city. Into the game where the pieces were invisible and the opponents didn't always know it was their turn.

As a matter of fact, they still didn't know it was their turn. It had been for some time now. But a rather crippling play had been made with the installation of the sundown curfew six years ago and it wasn't too far off the mark to presume that the pawns were still blundering about the board, trying to find something to attach themselves to. Maleficent supposed that in essence, (and in a more literal sense) they had captured the white queen, leaving that side confused and leaderless, as the white king had failed to turn up.

The black king was still in charge. Judge Doom. He was important, but he was only the second-most powerful player on the board. He could only move one step at time; surrounded by the rooks and bishops who wanted a piece of what he was doing; by the knights who were there to ensure his safety, and the errant white pieces who just wanted to see him burn.

Maleficent fancied herself the black queen. The most powerful player on the board; the queen had the widest range of movement across the spaces. Her power came from her ability to move swiftly and control more territory than the other pieces. But she was also deadlier than a normal queen would be. Why? Because the king couldn't see her. Judge Doom had shunted her into Los Angeles to help control the southern half of California. He had put her out of sight where she was free to move without having to constantly look over her shoulder for his scornful gaze. He had put her (and the other two) out here in a small house where they would be constantly stepping on each other's toes because he didn't trust them. He knew they wanted power, so he made sure that they would be interfering with each other's plans; slowing one another down on each attempt.

But Judge Doom hadn't been aware that with the distance from D.C. **and** his presence, Maleficent had been give the space she had long since needed. Gifted as she was in the darker side of magic, she had been able to ward her rooms against unwanted intrusions, as to think and plot to her little black heart's content. She had cultivated her next move carefully; slowly building a network of useful contacts here in the States and abroad; gauging the many variables, discovering which ones would become problems and which ones would remain benign. She had not wasted the last six years. She knew how to strike and was simply waiting for the 'when' to present itself.

There was just one variable that remained unaccounted for. The white king. He was absent from the board; nowhere to be found. Not knowing if he would become an opposing force was what bothered Maleficent.

The Fairy Godmother had undoubtedly been the white queen. She had been quite the rallying point for the other white pieces; a figure of hope to fight back against the perceived oppression. But now she had been removed and was currently clocking hours as a marble statue in the garden; almost an accident on Lady Tremaine's part, but a favorable accident. It had opened up more possibilities; enough to install the curfew and a few amendments to some of the current laws. Between the curfew and the amendments, the general citizenry had been crushed. Maybe even they had forgotten that the game was still on.

But Maleficent hadn't forgotten. She had stayed her hand and waited for this to become interesting.

Her patience had now been rewarded.

The white king had finally come. In the form of this traveler. He had come to rally his bishops, his rooks, his knights, and his pawns. His very presence here would weaken the black king's power even further.

The white king -- this traveler was just how Maleficent intended to bring down Judge Doom.

Provided, that was, she could keep the Traveler under **her** control. He was too valuable to let slip free; to be taken away by _anyone_.

Knowing that, Maleficent returned to the house. She moved with purpose, but she did not hurry. She had until dawn and that was still several hours away yet. But there was still an urgency that tugged on her and it showed when Diablo opted to flutter along in the air above her rather than try and continue riding her shoulder when she was taking such long strides.

Up the stairs she swept, the staff thunking the floor with every other step. She did not walk towards her own rooms, but rather almost straight down the hall from the stairs. Towards the Queen's rooms.

Maleficent often found herself avoiding the Queen on general principles. She was an opponent to be reckoned with; between her magic mirror and her skill at brewing poisons, though her talent for magic was minor. It didn't stop her from having enough 'oomph' to make it work. Not wanting to choke and die on a poison brewed especially for fairies, Maleficent usually tried to avoid treading on the Queen's toes.

Until they had decided to combine their power, that is.

In being an opponent to be reckoned with, the Queen was also an ally worthy of the title 'Villainness'. They had chosen to team up ever since they had caught wind of the possibility that the white king existed.

Maleficent halted at the Queen's door and knocked sharply. Diablo landed in his customary place atop the staff as she waited. Neither were kept waiting long and the door opened shortly after the knock.

"I thought I've said-- Maleficent!--"

There was a choked sputter, but it was hard to tell which woman had made the sound.

For a few startled seconds, Maleficent thought a stranger had snuck in and replaced the Queen; as she was certain the woman would normally not allow herself to be caught dead in a dressing gown, hair curlers and --sweet lord of Darkness, was that a cream facial mask?

"By the Abyss, Grimhilde, do you do this to yourself every night?" The dark faery was a bit -- appalled by the state she had found the Queen in.

Well... Re-evaluating that feeling, it fell more under the category of 'insulted beyond all reason'.

The Queen touched her face very lightly and then her hair with a vague expression of horror, as if realizing for the first time what she **had** done to her face and her hair. Then she fixed the dark faery with a scowl.

"It's all very well and good for you, being nigh immortal -- but the rest of the world **does** age, in case you like to forget that." the Queen said sharply, her arms straight at her sides, standing as dignified as she could with how she currently looked. "Some of us need to take an extra step to maintain our youth."

It was a moment before Maleficent found her voice again.

"When I can reclaim the map that pirate stole from me, I might consider directing you towards the Fountain of Youth." the dark faery said flatly. It was hard to keep the disgusted tone out of her voice entirely. "Make yourself look presentable, Grimhilde. Lady Tremaine aspires to become a problem."

"Does she now..." The Queen gave a cat-like smile.

"Yes. Either she knows more than she lets on or she is merely making plans again." Maleficent explained. "Regardless of what her thought process is, she found the white king. We have him now."

"I could barely get a word out of the Mirror earlier." the Queen commented thoughtfully. Without another word, she retreated back into her rooms, leaving Maleficent standing in the shadowed hallway.

The dark faery blinked at the sudden departure and then looked to her familiar.

"I have to admit," she started and the raven turned one yellow eye to regard her. "I haven't figured out the reason for the hair curlers. I simply cannot recall the last time she didn't wear that veil in public."

'_vain.'_ Diablo suggested with a feathery shrug of his wings.

"I believe you would be quite right about that." Maleficent conceded.

It took the Queen ten minutes to return, but when she did, Maleficent was pleased to see that she had made herself evil-villainness-class presentable again. The facial cream had been washed off and the hair curlers had been removed. She was back in her usual wardrobe of black and purple with the veil set in place. Her face was already set in a haughty expression, though lacking the usual presence of rouge. She looked extremely pale without it.

The women nodded to each other, perfectly understanding what was about to come next. It wasn't going to be pretty, but for the good of their plan, it had to happen.

They marched down the hall, towards the rooms belonging to the third of their number. Lady Tremaine had already retired for the night but that didn't mean she would be asleep just yet. She always seemed more on edge than the rest of the people in the house; more high-strung and took longer to calm down enough to sleep. That was quite alright; if she was still awake. They did need to get a confession out of her; if she had truly locked the white king in the dungeon. If Maleficent had locked the white king in the dungeon with those wretched brats.

The Queen knocked on Lady Tremaine's door. Just because they were planning dastardly deeds didn't mean they didn't have to be polite about it at first. When the door was answered, Lady Tremaine only opened it a crack to see the two darker-dressed women standing outside.

"Do you mind?" She glared at the two of them, quite annoyed as she had been on the verge of drifting off. "I need my beauty sleep tonight."

"It's gong to take a lot of sleep then..." the Queen said snidely. She was too high-born to snort derisively, but there was the suggestion of one in her tone.

"What is this about? Have we decided to start holding midnight meetings?" Lady Tremaine asked. She started to close the door. "How trite."

The tip of Maleficent's staff shot out and got between the door and the frame. Lady Tremaine looked down at it with a vague expression of dislike that something like **that** was invading her personal space.

"We're overdue for a little chat, my dear." Maleficent said in a poisonously sweet voice.

"We're a bit old for slumber parties." Lady Tremaine noted, matching the poisonously sweet voice with a poisonously sweet smile. "And I'm not doing your hair either."

"Stop trying to distract us, Margarethe." the Queen snapped, using Lady Tremaine's first name; an action that brought a curious flinch to the woman's green-gray eyes. "The Traveler -- the white king has arrived. We all know it."

Years of hiding her emotions behind the cloak of an icy cold persona was the only reason Lady Tremaine's true feelings didn't fully show. Oh, they did, but just barely. Just enough that Maleficent and the Queen could see them. Shadows in those gray-green eyes. Barely betraying the fear, but betraying it nonetheless. They had found the weakness they had been looking for and so prepared themselves to swoop in for the kill.

"So I eavesdropped." Lady Tremaine confessed. Despite herself, she started to back away from the door, leaving it unguarded. "What was I supposed to do? The two of you locked away in the tower room, obviously plotting behind my back. I did what any sensible person would have done."

"A sensible person would have kept their nose out of things that did not involve them." the Queen said, opening the door wide. "You did what a frightened person would do. And after hearing the Mirror speak, you scampered away like a scared little rabbit who tries to fight the wolves."

"Furthermore, you sought to hide the Traveler from us." Maleficent crossed over the threshold first. "You thought that you could keep that trump card all to yourself, didn't you? That is impossible; when we have eyes and ears all over this house."

"What eyes? What ears? You have a mirror." Lady Tremaine said, pointing to the Queen. She took another step back. "And you have a bird." she added, pointing to Maleficent.

"A raven, you stupid woman." Maleficent corrected, followed by a slightly indignant squawk from Diablo perched atop the open door.

"That changes nothing." Lady Tremaine said haughtily, crossing her arms in a dignified manner. "Despite all your scrying and spying. I found the Traveler first. Neither your bird nor your mirror seemed to have helped you any in that. As they say, finders keepers."

"How old do you think we are? We left the school yard long ago." Maleficent said, taking another step forward. "We play a different game now. Now it comes down to how many friends you can make."

"You have friends?" Lady Tremaine put on an air of great false surprise. "Why Maleficent, why haven't we met any of these mysterious friends?" As she spoke, she glanced to the Evil Queen, as if hoping for some lick of support from that corner. "They must be Nobody."

"You're very funny." the Queen said. She wasn't laughing.

"Loyalty can be bought, Margarethe, with the right price." Maleficent said, hoping to see that curious flinch again and she was not disappointed. "Trust can be earned with the proper application of guilt and knowledge."

"By giving a desperate person exactly what they want; but only just enough to keep them coming back for more." the Queen said, still standing by the door. "Drizella, it seems, is perfectly willing to sell out her own mother for a later bedtime and little extra pocket money."

Here was where Lady Tremaine's poised, haughty countenance began to break down. With the knowledge that her own flesh and blood had betrayed her. Betrayed her for a little extra money and a later bedtime of all things!

"My, my, Tremaine. Are you certain that you spend enough time with your daughters?" the Queen asked in an airy tone. "Or have you begun to neglect them in favor of conquering the world? Why, just the other day I caught a glimpse of poor little Anastasia's diary. It would seem that she believes her mother cares very little for her. A twelve-year old child wrestling with that kind of problem... At her age…" She clucked her tongue.

Maleficent shook her head slightly in a mocking manner of disapproval. "Such is the curse of having your own children. They will always expect you to love them. It's easier to steal a child and expect them to hate you."

"I-- I--" Lady Tremaine was starting to feel trapped. It wasn't a feeling that she was unfamiliar with, but as she was being faced with her recent shortcomings as a parent, it felt like someone had just trapped her lungs in a vice and put her in a cage with a hungry tiger that wasn't yet desperate enough to eat a human, but was getting there all too quickly.

"Even if you're able to turn my daughters against me," she started, trying hard to keep her composure. "Your plan won't work. We've been interfering in each other's plans for six years. Any time we tried to work together, we ended up sabotaging one another. Your plan will break down before long."

"Oh no, Tremaine. We made this plan together. We are completely aware of when this partnership will come to an end, but we have agreed that we can work together rationally up to that point." the Queen said, raising a finger. "After that, may the best villainness win."

"But you Lady Tremaine, sadly, are not a part of this agreement. You are a wild card that we cannot afford to have." Maleficent told her. "In the end, you would only be in our way."

The shadows in the room seemed to lengthen dramatically; particularly Maleficent's shadow. It visibly stretched in the light cast by the hallway lamp. It fell over Lady Tremaine, who suddenly began to shiver when the temperature dropped. Her fingers groped in the opposite sleeve of her nightgown, finding and drawing the magic wand.

"I took this from the Fairy Godmother herself." she said, brandishing it. She tried to ignore the way it was glowing weakly, barely responding to her state of mind. "If you think that you can--"

"Such a silly little trinket." Maleficent said, acting if Lady Tremaine hadn't spoken. She advanced forward, a wicked smile alighting her eyes, mirrored in the orb of her staff. "How much good will it do you now?"

The Queen closed the door, casting darkness on Lady Tremaine's fearful countenance.


	4. The Redheaded Stepsister

**A/N:** Reviews are most welcome.

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Four: The Redheaded Stepsister

* * *

Anastasia Tremaine woke up for no reason whatsoever.

Scratch that.

There might have been a reason after all, but it completely eluded the redheaded stepsister of Cinderella. She just opened her eyes with a stronger inhale of breath than normal and stared at her dark bedroom ceiling, completely and utterly awake.

She peered about the room for a moment, trying to fathom what had woken her up. She searched for the obvious causes first; a noise from something that had fallen or the wind chime that hung in her window.

But the window was shut tight and everything that could have fallen hadn't. Nonetheless, the need to search for the cause persisted and Anastasia sat up as to better look around her room. Part of her recoiled in sheer horror.

She saw a bunch of things that were pink and frilly and had lace. A lot of lace. And ruffles. There was a lot of that too. A lot of things that screamed 'a twelve-year old girl lives here'.

And for some reason, she was completely horrified by that.

There wasn't any way of getting around the fact that she **was** a twelve-year old girl and would remain so for the next ten and a half months. But there also wasn't getting around the fact that she wasn't a little girl anymore and she was growing up. She was getting body parts that her thirteen-year old sister hadn't even gotten yet. And she dreaded the moment when she was going to have to go to her mother and tell her that it was time to start buying bras. And some of the other stuff that the teachers had talked about in that C.P.R. (Creating Positive Relationships) class.

Maybe the reason for the horror was that she had (literally) opened her eyes to see what that her entire room was overrun by things that were pink.

Anastasia blinked and shook her head, and kept looking around.

It was becoming quite pointless to keep looking. She didn't own a pet. She had tried a few years ago. She had once brought home two stray kittens on the way back from school; a black one and a white one. She had put up a rather stubborn argument about why she should be allowed to keep both the kittens; something about them being cute and helpless and something about her being responsible enough to take care of both of them. Her mother had arched a thin eyebrow and said something to the effect of: "You'll only have to take care of one". Then she had claimed the black kitten and named it Lucifer.

The white kitten had mysteriously vanished before Anastasia had had the time to get attached to it. To this day, she still chalked its sudden disappearance up to the idea that the kitten just hadn't liked it at the house and had run away.

She didn't even want to think about what **really** might have happened.

The other two women in the house were crazy enough. She didn't trust them. She hadn't tried to keep a pet since.

Anastasia threw back her bedcovers and slid off the mattress, sliding her feet into her fluffy pink slippers. She put on an equally fluffy and pink dressing gown and tied the ties around her waist.

Around here, it began to occur to her that a wardrobe change might have been in order.

_I'll talk to Mother about it._ She thought, shuffling towards the door. _She'll need to take us on a back-to-school shopping trip soon. I need a new bag._

Something that wasn't pink. That was rapidly becoming the preference.

She shuffled towards the door. And then stopped.

_Wait... Talk to Mother right now? She won't even be awake. It's too late._

But Anastasia went for the door anyways. Just like something had insisted that she keep looking around her room, the same thing was insisting that she just get up and do it right now!

But she also had no idea what she was supposed to be doing right now. It was quite the conundrum.

Nonetheless, she opened her door with the intention of waking her mother in the middle of the night just to ask if her next purchase of clothes could be a color other than pink.

She barely got the door open an inch before she immediately pulled back, because almost the second she could see just a sliver of the hallway, she could also see Maleficent and the Queen exiting her mother's bedroom.

"That was -- extremely entertaining." the Queen was saying, like she had just witnessed a rather amusing, somewhat ironic and entirely too cruel cosmic joke. "It's a little different every time, isn't it."

"Yes. Some times, they beg for mercy or they get very angry. But I have never had one curse so fluently before." Maleficent said in a thoughtful sort of tone. "For such a well-bred, uptight woman with an impeccable pedigree, Margarethe Tremaine must have spend part of her life running with a bad crowd."

"No doubt the teenage years. It attacks even the worst of us." the Queen lamented. "I went through that phase myself. I'm not entirely sure I got out of it." She shrugged gently. "I do believe it's about time we began Drizella's training."

"She's already thirteen years old. The perfect age." Maleficent agreed.

"We'll begin in the morning, then." The Queen said. Then she and the dark faery shook hands as if to seal the deal (whatever it was). They parted ways -- probably to go back to bed; it was ridiculously late; morning looked a lot closer on this side of midnight -- but Anastasia waited until it was safe.

Like her stepsister and the other two, she didn't trust the two dark women any more than she trusted those thorns in the garden not to scratch her. So she waited until the hall light was snuffed, the doors were closed and that they were long gone before she dared to move. Then she snuck out of her room and to her mother's.

Lady Tremaine hadn't wanted to be too far from her daughters, so she had placed their bedrooms on either side of her own. That way, they wouldn't have to go too far in case they needed her at any point during the night.

Which was very strange. Her mother was far from an agreeable woman when disturbed in the middle of the night; something Drizella had learned the hard way. The older sister had been nursing a lump on her head for days where her mother had thumped her with the alarm clock for waking her up well after dark. Anastasia still didn't know the reason Drizella had woken up their mother in the middle of the night, but the lump had told the redheaded sister that Mother was less than cuddly after midnight and that had discouraged any attempts on her part.

Anastasia had never gone to her mother in the middle of the night before. Not even if she'd had a nightmare or just couldn't sleep. But now here she was, about to wake up her mother.

The good thing about the short distance was that she reached Mother's bedroom door before she lost her nerve. She stared at the doorknob and wondered if she should just knock or go on in.

_Did -- Drizella make it all the way inside before Mother hit her with the alarm clock?_

Anastasia put her hand on the doorknob.

_I'll just -- duck as soon as I get in._

Taking a deep breath, she opened the door and instinctively squeezed her eyes shut; fully expecting to hear her mother shout at her to get out, she was trying to sleep and to go bother her sister or if she really needed anything, Cinderella wasn't doing anything constructive right now.

But that didn't come.

She fully expected to have the lamp chucked at her or something equally heavy in which the aftermath would require a trip to the hospital for stitches. Or something.

Nothing happened.

Anastasia tentatively opened one eye and the other followed shortly after. It took her a moment to comprehend what she both was and wasn't seeing.

Lady Tremaine always made sure that her portion of the house remained tidy. It was a task she entrusted to no one but herself, because it was a simple task and she would rather not have any of the girls mucking up the room's sense of order and neatness.

Now the room lay in a slight state of disarray. It wasn't like someone had turned the room inside out and destroyed everything. 'Battered' was probably the word. Like the way a magazine looks when it's been laying around the house for a month and used as a pillow by the cat.

Anastasia trod over to the small end table that now lay on its side. It usually held a thin vase that contained anything from flowers to feathers, the same alarm clock that had put a lump on Drizella's head and a music box that had been confiscated from Aurora some time ago. These items were laying on the floor, apparently forgotten about.

The redhead leaned over and picked up the small table, putting it back in its usual position against the wall. Then she replaced all the items, positioning them how she remembered.

In front of the fireplace was a coffee table and a deep red plush couch that always made Anastasia think of blood. The couch was coated with a fine dusting of ashes from the fireplace and the two books on the coffee table had been flipped open without a bookmark in sight. The ottoman was out of place, looking for all the world like someone had tripped over it.

But it was the curtains that got Anastasia's attention. The curtains hanging over the window near the fireplace. It got her attention because the curtains weren't there anymore.

Lady Tremaine was fond of curtains and not just for the soft blue color that these curtains were. Curtains hid things. In this case, they hid her room from any prying eyes from the exterior. They kept her safe, unnoticed. Anastasia knew that her mother would never take down the curtains. Never ever, ever.

_Something -- Something's happened to Mother... _And she knew that too. The room told her that much. The two dark ladies had been strangely pleased with themselves when they had left. Much too pleased.

And what was that comment about starting Drizella's training?

"What did they do to my mother?" Anastasia asked out loud. No answer was forthcoming. The room stayed as silent as before; as still as before.

Confusion, sadness, fear and anger found a way out and the red-haired sister was suddenly taken in by an overwhelming urge to _run_. Forget packing; forget planning; she wanted to run away. She didn't know where, but she wanted to. She just didn't want to be here anymore.

She wasn't safe here anymore.

The knowledge hit her like a lead weight. Anastasia felt horribly exposed. The curtains had parted, revealing to her the precarious position in which she stood. It seemed like the edge of the cliff to her and it was inches away from crumbling under her feet.

Drizella had always been Mother's favorite. Drizella was the elder and therefore, she had to have the finer clothes and the prettier jewelry. She was to find a good man from a rich, upstanding family and marry him. She would be the first to marry. Even if Anastasia who found a man just like that who loved her, Mother wouldn't allow her to marry him. Mother would probably introduce the man to Drizella, speak to his parents, and force a marriage on both of them. Drizella was the eldest; she had to be married away first.

Sometimes, when it was late at night and Anastasia hadn't been sleeping well, it would occur to her that the only reason she wasn't working as the scullery maid herself was because Cinderella and the other two had already been given that position.

It was normally a fleeting thought; gone by the time Anastasia rolled over to go back to sleep. But the thought returned to her now and this time, it stuck around. Her position grew still more precarious by the second. The Queen and Maleficent had taken an interest in Drizella. They were going to start training her for something. Not a mention of the other sister.

This house had been her home since she was six years old. Her mother had kept her and her sister safe. Mother was the only reason Anastasia hadn't gotten converted into a potion ingredient.

Everyone said that witches were fond of little girls' hearts for their brews.

She wasn't going to be safe around here anymore.

Anastasia turned to flee, but her heel slipped on something she had missed earlier. She grabbed the couch to keep from falling and making a raucous. She didn't want the witches to know that she was awake. They might cut her open and take her heart!

She looked down to see what had tripped her up. Underneath her foot was a thin round stick, about a foot and a half long. It was glowing faintly.

_Mother's magic wand!_

Anastasia snatched it off the floor and hurried out of the room. She closed the door too, because she didn't want anyone else knowing, especially not Cinderella. She went back to her own room and locked the door. It wouldn't stop the witches from getting in if they really wanted to, but it made her feel safer.

Anastasia sat down on her bed, the wand in hand. She stared at it, remembering the day her mother had picked it up. It had been before Maleficent had put all the thorns in the garden. Before Maleficent had even turned up, actually. Back when Cinderella had kept trying to run away.

It might have been a summer's day when Anastasia was six. The four-year old Cinderella had just been dragged back from another attempt to run away and Anastasia was supposed to keep an eye on her. She had gotten bored just watching the little girl cry for no obvious reason when Cinderella's Fairy Godmother had turned up (the redheaded stepsister thought she might have turned invisible right then), announcing her intention to take Cinderella away from her wicked stepmother.

Anastasia remembered being angry at the Fairy Godmother for calling her mother 'wicked' and she had thrown herself at the strange, blue-robed woman in a rage. Her cries of fury had drawn her mother outside. Somewhere in the midst of the struggle, the Fairy Godmother had dropped her wand. Lady Tremaine had picked it up. The next thing Anastasia had known, she had been trying to bite the stone hand of statue.

And thus it had ended as quickly as it had begun.

And now six years later, Anastasia put the magic wand under her pillow and tried to go back to sleep.

* * *

_I have gone from stranger to cuddle toy._ Walter mused, looking down at the heads of the three young girls.

It had nearly been a half an hour since that dark faery (her name was Maleficent, he had learned, but only after much coaxing to get the name out of **any** of the girls) had delivered her threat and melted away into the shadows. She had left behind a rather cold chill in the air and that was how Walter had found himself acting as the resident space heater.

The youngest girl, Snow White had boldly taken a seat in his lap and curled up there. Her head was now resting against his chest. He had even taken out his sketchpad and was letting her draw on it. This move had convinced the other two that he was an okay guy.

Better than Maleficent at any rate.

So the nine-year old Aurora had snuggled into his left side and she had allowed him to put an arm over her shoulders to share body heat. Cinderella the eldest hadn't been quite so ready to let her guard down as much as her sisters had, but she still took a seat on Walter's right side and consented to at least get within a few inches of him. She was the eldest and the most cautious, but she had concluded that he was nowhere near as dangerous as Maleficent or any of the other ladies.

If anyone had deigned to look in on the group now, a kind-hearted person might have found the scene to be a sweet one. Three young girls curling up around an older man (indeed old enough to at least be Snow White's father) who kept looking at them in a very fatherly way.

As a matter of fact, this situation was making Walter feel very paternal.

At the same time, he was also feeling a bit of pity for the girls.

It was genuine. He'd had a peek into their lives and he really didn't like what he had seen. Their clothes alone had spoken volumes about the situation. The dressing gowns and the nightgowns were rather thin and worn, and he **knew** the household wasn't short on money. Lady Tremaine had been wearing a finely tailored dress made from a fabric that had looked quite expensive. Maleficent's robes must have been silk; high quality silk at that. The interior of the house (what he had seen of it) was lavish and well appointed. Poor this household was not.

But the money clearly wasn't going to these girls. Perhaps it wasn't getting anywhere near them. For example, Cinderella's slippers seemed to be aging right before Walter's eyes. They might have been red at one point, but they were gray now and the hems were coming apart. All along it was her attempts to keep them together. She had obviously sewn the hems back together herself.

The same went from the dressing gowns, particularly on Snow White's; it must have been around the longest. Walter could see the individual threads holding a sleeve to the main body. It was starting to fray. It was going to need to go another round with the needle soon.

They didn't look starved or mistreated, but they were a bit smaller than Walter thought girls their age should be. He thought there should still be a bit of baby fat on their bones, but Cinderella already had defined cheekbones and a noticeable jaw line. He also didn't think Snow White's wrists should be quite that skinny and that he shouldn't be able to feel the bones of Aurora's elbow as keenly as he did.

They weren't starved or mistreated, but they weren't getting three square meals every day. It was obvious to him. No one was willing to spend any more money on these children than they absolutely had to.

Maleficent and Lady Tremaine were destroying the innocent youthfulness of childhood.

Just for that, Walter was completely convinced that they were evil.

"May I ask a question?" Walter wondered. "If you don't find it too intrusive, that is."

"What kind of question?" Cinderella inquired cautiously.

"How on earth did the three of you end up with guardians like Lady Tremaine and that Maleficent-character?" Walter asked. He just couldn't figure it out. Why would Cinderella's father marry such a woman as Lady Tremaine and why Maleficent-- Well, why Maleficent?

The strawberry-blonde ten-year old shifted slightly on the hard ground and put her hands in her lap. Snow White stopped drawing (it was a picture of silly-looking dwarf) and Aurora opened her eyes.

"Do you really want to know?" Cinderella asked, glancing to him. "It's not really a bedtime story."

"There really isn't anything else to do here." Walter pointed out. "And I've heard stories that aren't suitable for bedtime before." he added wryly, remembering one childhood story that had resulted in him going to bed with a baseball bat and a severe case of the willies.

"Are you sure? It's not a nice story." Cinderella asked, now looking fully at him. Her eyes had an odd glint of fear in them.

"I won't pressure you if you don't want to." Walter amended, seeing that odd glint of fear. It seemed more that she didn't want to tell it; rather than she didn't want him to hear it.

Cinderella sat up like she had been zapped.

"No-- It's okay. If you want to hear it--"

"You don't have--"

"But you might understand better." Cinderella interrupted, twisting the hem of her dressing gown. As if suddenly realizing that she had said a bad word, a hand flew up to cover her mouth, her fingers just touching her lips. She looked terrified at what she had said.

"Understand what?" Walter prompted gently.

"...Understand how bad my stepmother is." the ten-year old finished quietly. "I think my father is dead. I think my stepmother killed him."

Walter's eyes widened. That was a serious accusation. "What makes you think that?" he asked.

Cinderella took her fingers away from her mouth. "Because he didn't come with us. I was four when my stepmother moved us all here; me and my stepsisters. We used to live further north, on a ranch. My father liked the countryside. But I remember he was lonely too."

"So he married your stepmother." Walter concluded. He had this feeling that the man had remarried, not out of love, but for mere companionship.

Cinderella nodded. "It was okay for a while. Then this letter came for my stepmother. She told us to pack up our things because we were going to live in LA. Father didn't come, but I'm sure he knew about the letter too. He never showed up. I asked my stepmother if he was coming, but she never gave me an answer. She said it wasn't important.

"I remember trying to run away from here a couple times, but that never worked. Someone always dragged me back. But then Maleficent came a few weeks later and filled the garden full of thorns and I couldn't run away anymore."

"That was only a few weeks later. I was three. I came with the dragon-lady." Aurora put in.

"So how **did** you end up with Maleficent as a guardian?" Walter asked, turning to the blonde-haired nine-year old.

"Well, I know I was with my parents first, but the dragon-lady was there at my christening. She wasn't invited, but she came anyways." Aurora explained. She had heard this story from her parents (one of her last memories of them) and then again from Maleficent herself. "I heard she was really mad about not being invited and she said something about taking back what was hers. And then she left.

"She came back on my third birthday and said that she had come for her property. She was talking about me, because the next thing I know, I'm leaving my home with the dragon-lady. I can't remember if anything happened to my mum and dad."

"That might actually be a good thing." Walter commented after a moment. If she didn't remember, then she obviously wasn't traumatized. Maleficent wasn't nice and she must have done something not nice to Aurora's parents.

"Good that I can't remember? How can that be a good thing?" The nine-year old blinked in obvious confusion. Too young to understand how not remembering could pass as a good thing. "I don't even know if they're alright! The dragon-lady could have hurt them really bad! Maybe they're dead!"

Then she squirmed out from underneath Walter's arm and turned away from them, wrapping her arms around her knees. Walter felt distinctly like he had just been snubbed.

"Mum and Dad haven't even tried to come after me." Aurora murmured, more to the wall. "I don't think they know where I am."

"Aurora..." Cinderella started in a placating tone, but she appeared at a loss for words. The subject of loving parents had been a bit of touchy one around them for long time (since they were a bit short on loving parents).

She gave Walter an apologetic look. "Sorry, she doesn't really like talking about that. Even to us. None of us have had our parents for a while."

"We had a nanny for a while." Snow White informed the traveler. "She's gone now."

"What happened to her?" Walter asked. He really hoped he wasn't getting too intrusive. He had already stumbled across one sore subject and he really didn't want to step on another one.

Cinderella shrugged helplessly. "I don't know. She came with the Queen; when Snow White did." She cast a fond smile at her youngest sister. "Because someone had to take care of Snowy. Me and Aurora were too young and none of the wicked ladies would have done it. Her name was something funny... Mary Pippin or-- or..." She trailed off uncertainly.

"Mary Poppins." Aurora interjected.

"That was it, thanks. Mary Poppins." Cinderella made sure she could remember that. "She just disappeared when Snowy was three. One day all her stuff was in the trash and we couldn't find her. And I liked her too." The ten-year old frowned lightly. "People do that a lot around here."

Walter blinked. "Do what?"

"Disappear." Cinderella repeated, looking quizzically at him like he should have known this all along. "They just go -poof- into thin air and no one ever sees them again. Like they weren't even there. Just like our nanny."

"That's -- very odd." Walter said, scratching his head. Downright strange was a better term. People just didn't go missing like that. Under different circumstances, the police would have been contacted. But Lady Tremaine and her two cohorts seemed to be the absolute authority around here and if the rest of the police force consisted of beings like the weasels...

Those poor missing people didn't stand a chance of being found.

"So the three of you have been living together ever since six years ago." Walter said, looking between the three girls. "Six years ago; that's when this curfew started, wasn't it."

"Yeah. Do you have any sisters, Mr. Traveler?" Snow White asked, abruptly changing the subject. She started giving the silly-looking dwarf a floppy hat.

"Just one. Her name is Ruth. She's younger than me." Walter said. He was almost grateful for the subject change. "I've got three older brothers, though. And let me tell you, surviving my childhood with them around was an adventure and a half."

"Where did you live?" Snow White asked, only to get shushed by her oldest sister.

"You're being nosy!" Cinderella hissed, waving a hand at her.

"No, it's okay. I don't mind." Walter assured the oldest girl. "I was born in Chicago. We lived there until I was five, then we moved to Missouri; a town called Marceline." He smiled nostalgically. "I loved it there. There are train tracks running right through the center of town. The Atchison, Topeka and Santa Fe Railway. I love trains. When I was younger, I used to put my ear on the tracks to hear if there was a train coming."

"We have to put our ear on the door to hear if the wicked ladies are coming." Snow White said in a very matter of fact way. Aurora tried very unsuccessfully to repress a snort of laughter.

"What was it like there?" Cinderella asked, leaning closer. Aurora was peering over her shoulder through her hair and Snow White had shifted so she could see him better. Their eyes were wide with something like wonder; desperate to see something other than the thorns in the garden and the four dreary walls that surrounded them now.

So Walter obliged them.

He told them everything and anything he could remember. About the small square house where he had grown up; surrounded by broad weeping willows, cedars, and silver maples. There had been such a sweet perfume in the air the day they had arrived. And the orchard behind the house. In the fall, the trees were heavy with some of the biggest apples one could lay eyes on; crispy, red Wolf river apples.

He told them about his misadventures with farm life, such as time he had tried to ride a sow only to get tossed in the mud. And when a bull had chased him across the fields behind the orchard. He had been dodging around that bull for the better part of the afternoon and even today he still wasn't sure what he had done to piss the darn thing off.

He told them about the time he and his sister had doodled on the barn with sticky black tar. They'd had fun doing it and that had made up for the trouble they had gotten in. He had confined his drawings to paper after that and everyone had been happier.

He told them about the hot summer days spent down by the creek, splashing around and throwing mud at each other. Those equally hot summer nights out of the porch, laying in sleeping bags and pointing out the different stars. Harvest time when the entire community worked together as one. The stifling days at the schoolhouse where he had decided to scratch his initials into the desk.

He even told them about the summer he spent riding the Santa Fe Railroad up and down, selling newspapers, candy, fruit, and soda to the passengers. He hadn't cared about the money whatsoever. It was seeing the countryside that had entranced him. To him, trains represented a certain freedom that you just couldn't get anywhere else.

When he was finished, he had an entranced and speechless audience.

"That -- sounds so -- wonderful..." Cinderella said haltingly, barely blinking. She had been trapped in this city so long she had almost forgotten what the countryside was like. Hearing Walter speak of a place like that had conjured up images of the rolling fields and endless skies.

"I'd like to go there." Snow White said brightly. She was smiling, having been put in a fairly good mood by the narration. "It sounds like it would be really cool to grow up there!"

"It sounds like a dream." Aurora said. She didn't sound like she was trying to be rude. Her tone was leaning more towards disbelief. Disbelief that a place like Marceline, Missouri could even exist.

"It does." Cinderella agreed. She gave a weary sort of smile and shook her head. "But we'll never get out of here. I think we'll be lucky if we're able to move out when we're eighteen."

"Don't talk like that." Walter said sharply, making all three girls jumped at the odd harshness in his tone. Snow White edged out of his lap a little. "You **will** get out of here. We all will. There's no reason to even think that we won't."

"But it's true." Cinderella protested. "My stepmother says--"

"Cinderella." Walter interrupted sternly. "Don't let anyone tell you what you're not allowed to do. You can do anything. Don't let anyone tell you 'no'."

The blonde-haired ten-year old looked rather taken aback with the tone the traveler had used. Walter was even a bit surprised himself. He wasn't aware that he could use such a tone. It didn't sound like him at all.

"Where **would** you go?" he asked in a kinder voice. "If you could leave right now, where would you go?"

The girls exchanged looks, pondering something they had never really pondered before. The subject of leaving had only come up when it occurred to them that they probably never going to get out of this place. Unless their guardians died a sudden and an untimely death. Which didn't seem terribly likely. Lady Tremaine seemed to be immortal, the Queen was probably working on it and Maleficent most likely **was** immortal.

But the words of Walter's childhood had inspired something in them. Perhaps it was their imagination; re-ignited after four years of being beaten down by the relentless dullness that was the rest of the household. Mary Poppins had been their last breath of fresh air and creativity. In her absence, it had grown difficult to imagine a life and a world beyond the thorns and walls of this place; beyond the streets of this run-down city and the ignorance of their classmates at school and the teachers who just didn't care.

But Walter had reminded them that such a place **did** exist. The world didn't suddenly end at the boundaries of Los Angeles. If they had the courage, they could run away from this awful place and find out if there was a better life waiting for them out there.

"Well..." Aurora came out of her curled position. "I guess I'd go to try and find my parents. They-- They've gotta be alright, right?"

She looked at Walter hopefully.

"Of that, I have no doubts." the traveler assured her with a warm smile. "What about you, Cinderella?"

"Me? Um..." Cinderella thought a moment. "I guess I'd just leave LA first. Maybe I'd go back up north. Maybe I've got an aunt or an uncle or someone. And maybe my father's alive!" she added with a sudden bright smile.

"That's the spirit!" Walter said encouragingly. He was glad to see a smile. That was the first one he had seen tonight and it was a lovely one.

He looked down at the youngest girl. "Snow White? Where would you go?" he asked.

Having never given that much thought, Snow White took her time in answering.

"I wanna live in a tree." was her eventual reply.

Perhaps it was the absurdity of the notion that caused the two older girls to burst into laughter. Snow White's face fell in disappointment that her sisters didn't support the idea of living in a tree, but Walter just didn't have the heart to tell them to stop laughing. Laughter was good for a body and it seemed to him that the girls hadn't laughed so heartily in a while.

"You can't live in a tree!" Aurora said between giggles. "No one can! It's crazy!"

"J. Butterfly did it! She was up there in this big redwood tree for over seven hundred days and she was alright with it!" Snow White said defensively.

"J. Butterfly was half-crazy by the time she got back down!" Aurora shot back. "Besides, I heard she was up there for a protest-thingie anyways. It's not like you could do it too!"

"Girls!" Walter decided to intervene before this got out of hand. Both of them immediately fell silent while Cinderella tried to stifle her giggles. Snow White still shot her a sour glare. They lived together and certainly fought like sisters.

"I could still do it." Snow White muttered after a moment of silence. Aurora scowled and opened her mouth, but Walter decided to intervene again. He didn't want the yelling to attract any attention.

"Let's try and get some sleep, okay?" he suggested. "I think we all need it."

If it hadn't been past the middle of the night, they might have argued. As it was, they just settled down (against him, he noticed) and closed their eyes, for they were tired. Walter suspected that he wasn't going to fall asleep here either in such a strange and dangerous place, but he figured that he had to try. He was going to need a clear head if he was to get out of this mess.

* * *

Though Anastasia wasn't in a mess yet, she knew she was teetering on the edge of one and that was the knowledge that kept her awake. She tried to sleep; she really did. She closed her eyes and found comfortable positions that had always induced sleep in the past, but it didn't help. She just lay there in her bed, wide awake and listening to her clock tick incessantly.

She was really starting to hate that sound. It seemed like such a loud sound in the quiet dark of the room and it wasn't terribly reassuring to her. Like it was reminding her that she was on a schedule; a time limit. The clock was counting down the time she had left until the stupid witches decided that she wasn't going to be as useful in the same manner as her sister was and harvested her organs for their potions.

She wondered what kind of potions her organs would get used for.

If it was any love potions or youth potions, she hoped that they would screw the recipe up.

"This isn't helping me." Anastasia muttered to the ceiling. She glanced to the side, to her clock and saw that it had been a little more than half an hour since she had found her mother's room in its current state. She groaned, rolled over and pulled her pillow over her head.

But it looked like the Sandman wasn't going to be making a second stop at her room tonight. She was on her own.

Anastasia threw the pillow and the covers aside and quickly got out of bed. She clicked on her lamp and picked up the book on her nightstand. Mother had always been after her and her sister to read more so maybe a book would help her. It was a calming activity anyways and it might make her mind stop whirling about.

She opened it up and started reading the first chapter. She barely got through the first couple of sentences when the latch of her window rattled. That happened a great deal when it was windy, but she hadn't been expecting it tonight. And with it being so quiet, Anastasia jumped so badly the book tumbled out of her hands and onto the floor.

"Stupid wind." she scorned. She reached over the side of her bed to retrieve the book and the window latch rattled again. This time Anastasia was startled enough to fall off the bed herself.

It was a pile of gangly limbs and pink nightgown before she righted herself, peering over the top of the mattress with caution and a hint of paranoia. There was no wind out tonight. The latch would rattling with a lot more frequency if there was. Something was out there and it was scaring her on purpose.

"It better not be that stupid bird again." Anastasia growled, getting to her feet. She grabbed her flyswatter (because it didn't work on **just** flies) and marched over to her window. Without hesitating, she drew back the curtains.

There was nothing there.

Oh indeed, there was **something** there (like the garden and all its thorns), but just not the thing she had been expecting to find, which was that stupid black bird. She undid the latch and opened the window, intending to see if the dumb bird was just hanging around outside. If it was, she was going to have a go at it. There was no reason for it be hanging around her bedroom window. That was just creepy anyways.

A yellow light came zooming at her out of the darkness. Anastasia yelped in surprise and automatically ducked when the yellow light swooped over her head, close enough to touch her hair if it wanted to. It didn't and instead practically bounced around her room like an insane frog with the legs of a grasshopper.

"Aaah!" Anastasia leapt after it, swiping wildly at the thing with the flyswatter.

The redheaded sister had always been an uncoordinated girl from a very young age and with the onset of puberty (and adolescence not far behind), that sometimes clumsiness probably would not see much improvement until she was finished growing.

Nonetheless, it didn't stop her from going after the firefly from hell with all the force her skinny arms could muster.

The glowing thing was fast, though, and fluttered into places that Anastasia just couldn't reach very easily. But that really didn't stop her from trying her hardest. It resulted in her bumping into her dresser and her desk, knocking things off left and right and creating quite a raucous. If she realized that she was making a lot of noise, she didn't think about it much.

The glowing thing paused in midair, bobbing up and down. It was making little bell-like noises. Like it was laughing.

"Don't laugh at me!" Anastasia hollered. She jumped at it again and this time she was successful. The flyswatter connected with the glowing blob and sent it spiraling across the room. It hit her pillow and bounced off, falling down behind the headboard.

"Yeah! Take that!" the redhead cheered. "Not so tough now!"

She marched over to her bed to get the thing (hopefully it wouldn't be glowing now; kind of freaky), but as she was kneeling down to look under her bed, her bedroom opened up.

"Anastasia, don't you know what time it is?!" An angry-looking Drizella was standing in the doorway, her hands on her hips. She always wore a green, long-sleeved nightgown and a bonnet over her black hair so it wouldn't get mussed while she slept. "I have to be up early tomorrow!"

"Well, you're already up! Why don't you just stay up?" Anastasia suggested brightly.

"What are you doing that's making so much noise?!" Drizella snapped. She looked at the book on the floor. "Were you reading again?"

"Yeah, I was. But something got in my room! It was huge!" Anastasia protested. "I'm telling you, it was the firefly from Hell!"

Drizella frowned at her sister. She bet she knew exactly what had happened. Anastasia liked to read late at night (a liking Drizella could never understand) and sometimes she would fall asleep in the middle of a book. Then she would get weird dreams that she would swear were real.

"Go back to bed or don't do anything that's gonna wake me up again." Drizella ordered, making her exit. "Or I'll tell Mother that you failed your math final and boy, won't she be mad."

"That's a low blow!" Anastasia yelled, though she was yelling at the closed door by the last word. "Mother's never going to find out!"

And she wouldn't.

It wasn't worth trying to chase after Drizella and there was the more pressing matter of the glowing thing under bed. Anastasia bent down and, holding her breath, she drew the hanging end of the blanket aside.

She wasn't entirely sure what she expected to see, though a large bug was on the top of the list. But there was no large bug laying dazed under her bed. Instead, there was a small person. A very small person about the size of her hand. Wearing a short green dress. With blonde hair in a bun and delicate dragonfly wings on between the shoulder blades.

A fairy.

Anastasia had swatted a fairy.

"Oh! I'm so sorry!" She scooped the dazed but recovering fairy up in her hands and deposited it gently on her pillow. "I am so sorry! I didn't mean to-- I mean, I wouldn't have done that if you hadn't scared me!"

The fairy sat up, still looking a bit punch-drunk. She brushed her blonde bangs out of her eyes and peered at the worried-looking redhead. Though Anastasia had never, ever, ever had the guts to say it to anyone, she loved fairies (good fairies; not crazy psycho fairies like Maleficent). This fairy (and it's the ever-famous Tinkerbell, if you haven't figured it out) could feel that love and belief coming off the girl in waves. It gave her a bit of strength, enough to shake off the last of the dizziness.

"Are you alright?" Anastasia asked.

Tinkerbell nodded and she climbed back to her feet. She looked around the bedroom (it was _huge_; she didn't think she would ever get used to the scale of things that humans had) and then asked something.

Or at least, Anastasia thought the fairy had asked something, because all she heard were merrily chiming bells. And the fairy was looking at her with the look people get when they're hoping for an answer.

Tinkerbell groaned and put a hand over her eyes. She had just remembered why she hated trying to interact with other humans without Peter around. By some quirk (of Fate, she bet), Peter was the only human who could understand her fluently. This meant she had to play charades and hope that the girl was clever enough to figure it out.

Tinkerbell held up two fingers and mimed a yapping mouth with her other hand.

"Two -- mouths?" Anastasia wondered, confused. The fairy shook her head and repeated the motion. "Two -- Two words? Is this charades?"

Tinkerbell nodded. Now that that was out of the way... She raised a flat hand to her forehead like she was shielding her eyes from sunlight and pretended to peer around the room.

"You're... You're looking for something." Anastasia concluded triumphantly.

Tinkerbell nodded affirmatively and then held her hands very close together so that there was barely half an inch of space between them.

"Is it -- very small? Very thin?" Anastasia asked. A bell dinged positively. Then Tinkerbell arranged her hands so that one was down by her waist and the other one was over her head. "And it's very long?"

The fairy nodded and smiled, then repeated the searching gesture. Then she shrugged, showing the redheaded girl a bewildered expression.

"So you're looking for something long and thin, but you don't know where to find it-- Hey, what makes you think it's in my room?" Anastasia asked, crossing her arms.

Tinkerbell opened her mouth to speak, but vetoed the idea. She glanced around the room again, this time actually looking for something. Then she took the air and buzzed across the room to the desk where pen and stationary lay. She grumbled to herself for not thinking of this sooner.

The pen was just a little shorter than her but awkward to hold in her small hands. But the fairy managed it in the end and scratched the letters down on the stationary. When she was done, she took the piece of stationary back to Anastasia and dropped it in front of her. The redhead looked at the words that had been laboriously written.

_magic wand?_

"Oh! You're looking for the Fairy Godmother's wand!" Anastasia realized and she whipped the pillow off her bed, revealing the wand. Tinkerbell lit up (almost literally, it seemed) and darted over to the wand, examining it closely.

Some part of Anastasia's mind mused that the fairies had come to get back what rightfully belonged to them. But why had they waited so long? Because they couldn't find it when her mother had had it?

"Um... You should know something." the redheaded sister said suddenly. "Something's happened to my mother. I don't know what, but the Queen and that Maleficent-lady were pretty pleased about it."

At the mention of Maleficent's name, Tinkerbell froze in the action of sprinkling a shower of pixie dust on the wand.

"They came out of her room talking about bad crowds and how something was entertaining and they said they were going to start training Drizella." Anastasia went on. "I went in to see if my mother was okay, but she wasn't there. I think they did something to her. She never drops the wand."

The little fairy darted back over to the stationary. She picked up the pen again and wrote two more words down.

_run away._

"Where?" Anastasia wondered.

Tinkerbell just shrugged (it wasn't really her concern) and doused the wand with a liberal dose of pixie dust. Then she picked it and flew out the open window with the wand in tow, leaving only a glittering golden trail of pixie dust behind.

Anastasia still sat on her bedroom floor, staring at the word written on the stationary. 'Run away' it was telling her. Run far away where no one can find you. The protection provided by her mother was gone. More importantly, her mother was gone. It wasn't safe for Anastasia to stay here anymore. The other two ladies might not have had much interest in her right now, but they might try to get rid of her like they had her mother if they thought she was turning into an interfering busybody.

And she contemplated the idea of running away from home.

It wouldn't take much, really. She would need to change her clothes into something more road-appropriate. But there was a travel suitcase in her closet. She had used it before; on their annual trip to the coast. There was her allowance money; a sizeable amount as she had never used much of it and she had hidden it all from her sister. There was probably enough for a train ticket north.

She had pictures of her father. Her real father. Only pictures and the name of the town he lived in. A town that was north of here. Mother had so rarely talked about him; something about him being cheap or dirt-poor or something along those lines.

But Anastasia had always wanted to know what her father was like; if he was as kind as her stepfather.

She got up and marched over to her closet. She took out a change of clothes and her traveling suitcase.


	5. The Fairies and the Thorns

**A/N:** As the title suggests, this chapter includes fairies. Please note that all my information on the Disney Fairy franchise comes from the movies. I have never read the books. Likely, only a fourth of information is canon-accurate, if that. The rest is just me making shit up.

Reviews are most welcome.

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Five: The Fairies and the Thorns

* * *

Though he didn't know it, Walter was in very much the same position as Anastasia. He couldn't fall asleep either. He knew that it must have been very late. The streets had been very empty when the weasels had found him. The people who had been watching from behind their curtains must have been startled out of sleep by all the noise that had been going on. He knew he needed the sleep, but he just couldn't bring himself to close his eyes and rest.

The girls were fast asleep around him, but that didn't bother him. There was no ticking clock to drive him up the wall, but his thoughts were doing that for him. They were keeping him awake; whirring around like angry little bees.

He was so far from home...

It bothered Walter. No, it scared him. The distance that hung between him and his family. Between him and Lillian. A chasm that was a million miles across and deeper than the human mind could rightly fathom.

Would he ever be able to get back across it?

Would he even find his way back home?

He could be trapped here for the rest of his life. Trapped in a world he didn't quite understand. Where the police force was a bunch of weasels and the highest authority was three women who fought like territorial cats and got drunk on the thought of even greater power. Where the people were too scared of punishment and the harsh consequences that accompanied standing up for themselves.

It wasn't his world. But if he couldn't find his way back home, then this would have to become his world regardless.

Walter wondered what was going on back home, if the word of his disappearance had gotten around to the rest of the family. That was what it must have looked like to Roy. For all intents and purposes, he probably thought his little brother had vanished into thin air with nary a trace.

He suspected Roy was panicking by now.

Roy could move fast when he was very well motivated and the disappearance of his only younger brother was no doubt cause enough to make him move around at light speed. Word was probably getting out right now as he thought about it, by telegram or telephone; whichever could be reached faster.

Walter had no idea how Herbert or Raymond would take the news of their youngest brother going missing. He had never extremely close to his two oldest brothers. Their relationship had been casual at best. He had just been so much younger than them -- growing up in a radically different decade -- that relating to them had been notably difficult.

He was particularly close to Ruth, his only sister. They had grown up together; run around the farm together; gotten in trouble together... Yes, she would be worried about him, no doubt about that.

Of course, Roy had been right there after the fact. Their joint business endeavors had brought them fairly close and Roy had always looked out for his two youngest siblings. And he had the unenviable task of explaining to everyone what he did (or didn't) know.

His parents would be sick with worry, as all parents would be when finding out that their youngest son had vanished off the face of the planet. From them, the extended family and the close family friends would be apprised of the situation. Word would trickle out from there and sooner or later, a good dozen extra people who had no idea who this Walter-character was would be aware that he had vanished.

And Lillian...

Walter felt a cold sensation swoop through his gut. His wife of three years. She would be the first person that Roy would contact. And she would be as sick with worry for him as his parents.

_My darling Lilly-Belle, I'll come home again. Please wait for me._

She would. He knew she would. She always did. It didn't matter how late he stayed at studio -- even if all the other employees had gone home hours earlier -- she could be found sitting on the couch quietly reading, waiting for him to come through the door. Regardless of the time he finally dragged his own butt home.

She would wait for him.

But for how long?

That was the next question that gnawed on Walter's mind. How long would his family be kept waiting for his return? How long would he be stuck on this side of the rabbit hole? It had been hours already (just long enough for the really gut-twisting worry to sink in), but hours could easily turn into days, and days into weeks. Weeks... Maybe even months!

Oh, he couldn't imagine if he was going to be stuck here for months! There was so much waiting for him back home! So much that was left for him to do! He had a studio to save! He had a life to live! He couldn't spend it here! He just couldn't imagine it!

So, he vowed that he would get home. He would find a way. If there was a way into this place, then there was a way **out** of this place. And if he couldn't find that way, then he would sure as hell make one.

For the first time, Walter's attention was abruptly drawn to the grate in the bottom part of the door. He didn't know why he had just noticed it. He must have been idly staring at it for a while now. It was the only really noticeable feature the stone room had (except for the light fixture, but no matter how dim it was, staring at a light wasn't good for your eyes). And more to the point, it was a fairly large-sized grate.

The sleeping girls using him as a pillow was the only thing that prevented Walter from getting up and investigating the size of the grate more thoroughly, but it looked -- big enough. If he could find a means of removing the grating, there was a chance that they could slip out through the hole. The girls at least would be small enough and if he wiggled just right, he could probably fit through without losing any buttons off his shirt.

But before he could think about disturbing the girls, he saw a yellow light bobbing around outside the grating. It kept getting brighter and then suddenly getting very dim as though it was trying to remember that it wasn't supposed to get too bright. Trying not to call attention to itself, maybe.

_Maleficent?_ Walter wondered, his body tensing. _Did she come back to follow through with that threat?_

Deep down, he didn't think it was her. That cold aura she had brought into the room the first time wasn't here and he had a feeling that she carried that aura with her everywhere she went. The air was still the same temperature that it had been moments earlier. It wasn't Maleficent this time.

_But then who is it?_

Walter wished that he knew. He wished he knew whether or not they were in any more trouble. Or if they were about to be rescued. Naturally, he much preferred the latter.

The mote of yellow light darted around to each of the four corners of the grate, checking the screws maybe. Or unscrewing them. He watched cautiously as the yellow light drew back away from the grate, all the way back against the opposite wall. Then it rammed the grate at full speed.

It hit with such a loud clang that Walter jumped. While assured that there was something solid in that mote of light, his sudden movement still disturbed the girls' sleep.

Cinderella's head jerked off Walter's arm. "Who got shot now?..."

"No one got shot." Walter assured her.

"Oh..." Cinderella blinked sleepily. "Okay." And she put her head back down on his arm. It was off his arm again in seconds. "What was it, then?"

"I'll find out." Walter said, shifting the bleary-eyed Snow White out of his lap and towards her oldest sister. Then he got to his knees and started scooting over to the door. Aurora protested softly when he moved, but sat up anyways.

The mote of yellow light had disappeared after ramming the grate, but he bet that it was just on the floor. The darn thing must have knocked itself silly; hitting the metal as hard as it had. Walter peered through the slats of the grate, directing his vision down towards the floor. There down on the floor, just like he had thought, was a-- Actually, he didn't know what it was.

"Wow!" Snow White suddenly appeared beside him, peering out the grating as well. "That looks like a fairy! A real one!"

Aurora squeezed in on his other side.

"That **is** a real fairy! I've seen 'em before." she said. She looked at Walter worriedly. "Is the fairy dead? 'Cause she's not moving."

"...Er..." Walter managed to say. The little person laying in a fine dusting of golden powder looked quite dazed, but still very much like a fairy. Funny thing was, this appearance complete with the dragonfly wings and the green dress and the blonde hair -- it was exactly how he had imagined a fairy to look.

"Fairies don't die! They can't die unless people stop believing in them and **I** believe in fairies." Snow White said, pointing a finger at herself.

"Keep saying that." Walter said. He had just seen the fairy stir. "Keep saying that you believe in fairies."

"Do you believe in fairies, Mr. Traveler?" Snow White wondered. "Everyone says that when someone says they don't, somewhere a fairy drops dead."

Walter looked down at the seven-year old girl in something like wonder. This household was a prime environment for the squashing of imagination and general childhood innocence, but Snow White was doing an admirable job at maintaining both aspects. Even if it made her sisters look at her in exasperation.

"Well... I always have." Walter said. He smiled. "You don't always need to see something in order to believe it."

Outside on the floor, Tinkerbell was rapidly returning to a conscious state. Her head was ringing and there were red marks on her skin where the slats of the grate had impacted. She really needed to stop colliding with things (though the flyswatter had not been her fault). She was impervious to a lot of physical harm and recovered a lot faster than a human did, but it wasn't like she didn't feel the effects of hitting her head.

The fairy got up from the floor, shedding more pixie dust every time she moved. She looked up at Walter on the other side of the grate and then to Snow White at his side. She was young. Young enough, hopefully. It just might work this time.

When the tiny bells started to tinkle, Walter wondered what the heck was going on. It was only when he saw the fairy repeating various gestures did he realize that she was speaking. Part of him wanted to giggle with delight, but that just wouldn't look right. Grown men didn't giggle anyways. They always chuckled, no matter what.

But he also saw the look of concentration on Snow White's face.

"Do you know what she's saying?" he asked the little girl.

"Sort of. It's like a television that keeps fuzzing in and out." Snow White replied (Walter wondered what on Earth a television was). "I think she wants you to push the grate out. And -- something about the screws."

"She must have loosened them. Alright you two, stand back." Walter instructed, pushing Snow White and Aurora back. They got up and went to stand next to Cinderella at the back of the cell. "I think you'll need to move." he added to the fairy.

Tinkerbell was already taking to the air, becoming just that mote of yellow light again. Walter put his hands on the top part of the grate and gave an experimental push. It gave a little; just enough that he could feel it move. He shoved a little harder and the grate slid outwards a few centimeters. One more good hard push oughta do it. He threw his weight behind the next shove. The grate creaked and squealed out of position so loudly that everyone froze -- save for Tinkerbell whose wings beat furiously to keep her in the air.

Walter held his breath, listening closely. Listening for the sounds of footsteps; of someone coming down the stairs to check on them. It had been so loud; surely someone must have heard that!

But after several tense minutes, it didn't seem that anyone had. Even evil fairies had to sleep at some point. He let go of the breath he was holding and worked on sliding the rest of the grate out of position.

It was a heavy thing and Walter struggled with it. He didn't want to drop it. The noise of it falling would probably make such a raucous that it would surely wake the entire household. But then Tinkerbell dusted it with some of that golden powder that kept coming off of her and the grate lightened up until it was more manageable.

Finally after a few long minutes, the grate came all the way out. Walter set it carefully on the stone floor and pushed it gently out of the way. He ducked down and stuck his head out of the hole. His head fit through with no trouble and he looked left and right. There wasn't much too look at; more stone and more light bulbs that weren't worth their ten watts. There was a gray wall immediately to his right. To his left was the exit.

Then he pulled his head back in.

"Girls, you go first." he said, gesturing.

"But we'll probably just end up back in here before morning." Cinderella protested. The other two nodded in agreement. "You heard what the dragon-lady said. She doesn't want us seeing the sun rise again."

"Girls," Walter started gently. "There's always a time in a person's life where they have to seize control of the train and steer it down a different set of tracks. For the three of you, that time has just come a lot sooner than it does for most people."

He made another gesture to the hole where the grating used to be.

"You oughta have just enough time to run away."

The three sisters exchanged wondering looks and he rather hoped they were considering his words. He didn't want to see them trapped in here on his account.

Then, surprisingly, Aurora hitched up the hems of her clothes and determinedly marched over to the door. She got to her knees and crawled through the hole. Walter was surprised at first, but then he smiled. Aurora had seemed to be the last of the lot to consider him trustworthy, but here she was, the first to crawl out through the hole.

Or she had just really wanted out. Nine-year olds could be hard to read if you didn't know them very well.

Galvanized by her sister scrambling out, Snow White followed eagerly, needing a bit of a boost to get up and over. After this, Cinderella didn't have much of a choice but to follow; no matter how much she was trying to be mature and responsible. She took care of her sisters and she couldn't do that when there was a door between her and them.

Only when the three girls were safely out on the other side did Walter follow. It was narrow, length-wise, so he put his arms through first; trying to reduce how much of an issue his shoulders could be. Then he put his head through and slowly, the rest of his body followed, maneuvering carefully as to not snag anything, clothes, skin or otherwise. Once he was out, he straightened up, picked up the grate and fitted it back into the hole. So nothing would be suspected until the door was actually opened.

"Alright." He stood up. "Let's go."

"It's this way. The exit." Cinderella said, she and her sisters darting ahead of him down the stone hallway, expecting him to follow. Walter did follow, starting briefly when Tinkerbell alighted on his shoulder and stayed there.

"Too lazy to fly, hmm?" he commented jokingly.

Tinkerbell said something in return that caused Snow White to making a funny squeaking noise.

"That wasn't nice!" she told the fairy hotly.

Tinkerbell looked a bit unrepentant about her comment, whatever she had said. Nothing overly polite judging from Snow White's reaction.

From Walter's perspective, this was the oddest little procession he had ever seen. Three little girls who didn't look quite real in his eyes, followed by a grown man who had a small fairy hitching a ride on his shoulder.

There was no way he could ever tell his family about this.

Well, he could if he wanted to but there was no way they would ever believe him.

They hurried up the creaky wooden stairs to the door. Holding up a hand, Cinderella opened the door cautiously and peered around the dark garden. She saw no sign of that stupid cat Lucifer or Diablo the feathery menace. She looked up towards the rest of the house and scanned for lights in the windows. The windows of Anastasia's room were lit (Cinderella couldn't imagine what her stepsister was doing up at this hour) and the curtains were even open.

As she watched, Anastasia appeared at the window, but from what Cinderella could see, her stepsister wasn't wearing any nightclothes. She was wearing what looked like her school clothes instead. The curtains were pulled and shortly after, the lights went out.

_Don't tell me she was just now getting to bed..._ Cinderella shook her head. "Okay, it's all clear."

And they filed out into the dark garden.

Walter had to say, the back of the house looked even worse than the front. Because the front of the house was visible to many people, a certain appearance had to be upheld. While ignoring the fountain, the front of the house had been in good repair and it was somewhat aesthetically pleasing to look at. The back of the house... Well, that was a different story completely.

Since any guests obviously weren't allowed in the back, the thorns had been allowed to run wild. They were thick; an imposing, spiky wall that reared up not fifteen steps from the back door. They were black; blacker than the cloudy night sky that hung overhead.

The area around the pond -- he could see it glimmering dimly -- was untouched, as was the narrow path near the house that the girls were beckoning him down. Walter followed them hastily, not wanting to be left alone in this place.

Not that the path itself was much better. The thorn thicket rose up so high on either side of it that the path was nearly enclosed. But what was stranger -- at a spot about four feet over Walter's head, the thorns were sheared off as if someone had gone after them with a weed whacker. Though the sharp points were nowhere near touching him, he kept wanting to duck.

The path made a gradual curve, making seeing what lay at the end of it nigh impossible if you were standing at the mouth of the path. You had to traverse it if you wanted to see. And at the end of the path was a clearing; a bubble where the thorns ended abruptly six feet in every direction. In the very center of those six feet was the statue of a woman.

She was a plump, grandmotherly woman clad in a long robe, one hand held out with the palm facing her and the fingers apart. It almost looked like she had been caught in the act of singing opera; if it wasn't for the expression of surprise and pain etched forever on her stone face.

"That's my fairy godmother." Cinderella said solemnly, looking up at the statue's face. "She came to get me when I was four, but Stepmother got a hold of her wand and turned her to stone. Anastasia was biting her hand." she added.

Walter nodded. He guessed that he would be pretty surprised too if someone started biting his hand.

Tinkerbell alighted from his shoulder and zipped once around the statue's head, looking at it expectantly. If she expected anything to happen, she was sorely disappointed. The statue remained as still and lifeless as ever.

"C'mon!" Snow White tugged on Walter's hand. "There's this path that you can use to get through the thorns. I found it a couple days ago. It shouldn't be closed up yet."

She pulled him around to the other side of the statue and pointed the path out to him. Walter was glad that she did, otherwise he wouldn't have found it by himself.

"It's awfully narrow." he commented. It was always winding and twisting and very dark. A thin mist was hanging just above the ground. Tinkerbell darted a few feet into the gap and the yellow glow she emitted brightened a little.

"You can make it." Cinderella said encouragingly. "Just don't let the thorns scratch you. It hurts real bad." she added, rubbing her shoulder in remembered pain.

Walter smiled and then turn to start down the narrow path. But before he took one step, he turned back around towards the girls.

"You aren't coming?" he asked.

Cinderella shook her head. "Not like this." she said, plucking at her nightgown. "We can find our own way outta here, right?"

She looked at her sisters, all smiles.

"You wanna run away? Just like that?" Aurora was surprised. Her most level-headed sister wanted to run away with barely half a plan.

"Let's just get out of the city first." Cinderella said. "And then we can figure out what to do from there. I was thinking about the countryside." She looked at Walter and smiled. "Thanks, really. Thanks so much."

"You're welcome." Walter said, smiling. "And stay safe. Don't let the weasels catch you and do watch yourselves after curfew."

"You too." Cinderella said, motioning her sisters back down the path.

"Good luck, Mr. Traveler!" Snow White called out.

And then the three girls were off racing down the narrow and for a second there, Walter could see the innocent children that they were supposed to be. He was glad (and worried) that they were making this decision. They were bold to leave behind everything they knew for the big wide world out there. Walter himself didn't know the state that the rest of this world was in, but he hoped that the countryside was in better shape than this city.

"They'll be okay." he said, more to himself than Tinkerbell. "They'll look out for each other."

Tinkerbell nodded and gave him a soft smile, doing her best to tell him that she agreed with him. Those girls would be alright. They had not crumbled under Maleficent and that was always a good sign.

The narrow path through the thorns was not wide enough for Walter to walk straight. He had angle his body sideways and slope his back a little, his neck held in an uncomfortable position. And he was constantly adjusting himself so to avoid many of the thorns. He wasn't always successful and he would get scratched. Cinderella was right that it hurt. It was a sharp but thin pain; like a paper cut.

It was slow going too. He could only move one foot at a time, kind of like a crab. The path was fraught with exposed roots and surprise dips that made him stumble. Several times, he happened upon what appeared to be a dead end until Tinkerbell pointed out that he had get on the ground to get through to the next part. So he would kneel down and scuttle sideways through the thin gap in the thorns.

The ground was cold too, a startling contrast to the warm air around where his head was. It must have been summer here in the air, but the ground might as well have been covered in December frost. That fog, he decided. It seemed to suck the warmth out of the air **and** out of his toes too. It was like his blood just couldn't flow fast enough to keep them warm.

_I hope we're almost out of here._

Tinkerbell darted around this way and that, her extremely small size allowing her to maneuver around the thorns with ease. They were barely obstacles to her. She fluttered about two to three feet ahead at any given time; far enough that she could scan for any dangers but close enough that her yellow glow was still bright enough for Walter to see where he was placing his feet. She kept moving around too.

So Walter had a slight sense of foreboding when the fairy suddenly froze. The only thing about her that moved was her wings.

"Is there something wrong?" he asked her.

Tinkerbell didn't respond in any manner, except to slowly rotate around to face him. Her face had drained of all color and her blue eyes were wide. With fear. She was afraid.

Walter heard the thorns rustle.

But there was no wind.

He looked back the way he had come and saw the thicket sway gently, as if caught in a breeze.

But there was no breeze.

The thorns were moving on their own.

_Maleficent!_ He realized in horror. _She created these thorns! She knows! She knows I'm not there anymore!_

Walter tried to run. He tried to but his clothes were snagged. He tried to run, but the thorns lurched around him. Lurched for him. Seven or eight inches of some things that weren't quite wood pierced his flesh.

They were real enough to cause pain.

Fireworks. Funny enough, it was fireworks that were the first thing to come to mind.

Fireworks fireworks fireworks were exploding over the castle towered over main street a mock-up but magnificent with flags fluttering in the wind the sky was bright and blue the sun was shining it was going to be a good day if people stopped throwing their kids at the rides the tarmac was newly poured hot the ladies' heels were sinking right into it--

--lillian lillian sweet lillian sweaty and exhausted she was holding a baby and she was smiling they had done it it was over they were parents now he would know why his parents had always told him it was the best thing that would ever happen to them she was going to let him hold his baby girl his daughter she wanted him to give her a name what name he didn't know had they discussed this he couldn't remember he said--

--_"to all who come to this happy place welcome Disneyland is your land."_

Words he had never spoken. Not yet.

And somewhere in the distance, Maleficent laughed.

* * *

On foot, Tinkerbell was limped back to Pixie Hollow. She had dropped out of the air just a few minutes ago, even though the welcoming lights of the Home Tree had been clearly visible. Close too, if she had just stayed aloft for a few more minutes. But she just hadn't been able to keep flying anymore.

So she walked. Being on the ground was safer. Much, much safer than staying in the air. If she passed out or lost her concentration, she wouldn't be falling quite as far. And she would be less hurt.

Less hurt than she already was.

And the other reason that she didn't fly was that she had used up too much pixie dust. An unexpected half-drowning experience in the Wellspring of pixie dust had since made it nigh impossible for her to use up too much pixie dust on any one thing, but for the first time in her memory, she had done it. She was nearly drained and using what was left to keep herself from falling over. She was going to make it back to the Home Tree and she would be standing upright when she got there, dammit!

Pixie Hollow was half-empty. There were so many lights missing from the houses and the dwellings. There were so many fairies missing. Part of her was okay with this. There were so few to watch her stagger back to safety like a drunkard.

The lights were blurring. That probably wasn't a good thing. Tinkerbell was having a harder time seeing where she was going, but she knew the way pretty well. She just needed to keep her eyes on the lights.

She was almost there-- Hey, there were the steps. Steps were there because not all fairies opted to fly all over the place. And there was a railing. Railings were a wonderful addition. Tinkerbell leaned on the railing all the way up.

They lead to a hollow deep in the tree, where the season ministers typically met with the queen. Where the queen held audience with anyone who needed to speak to her. It was a warm golden place that seemed to be lit by the pixie dust itself. It was here that the Council had taken to meeting; when they weren't asleep or engaged in other activities.

For as long as there had been fairies in the world, the Fay Council had existed. They only came together in times of crisis. The wisest fairies would meet to discuss the problem; make sure that they were all on the same page and ask what they could do to steer the fairies clear of the worst of the storm. And if that was not possible, how to survive the worst of that storm.

They had pulled together when Maleficent had started to meddle in the mortal world. Some of the most legendary figures in fairy history had descended upon Pixie Hollow. There had been many of them at first, but as Maleficent's power had grown, the number of members on the Council had mysteriously dwindled. They were now down to five fully-fledged members. The Blue Fairy, the three Good Fairies (Flora, Fauna and Merryweather) and Pixie Hollow's own Queen Clarion.

Tinkerbell stared at them with a kind of distracted curiosity. The Blue Fairy was widely considered to be the oldest of the lot (so old that her title **was** her name). Everyone said she was one of the first fairies; born from the first laugh of the very first baby. Everyone also said she was a wish-talent fairy (even though the talent supposedly didn't exist anymore); granting wishes to deserving people who worked hard to bring happiness to others but asked for very little in return. She was the de facto leader of the Council now; the others looked to her for the final decision.

The three Good Fairies, Flora, Fauna and Merryweather were also a curious bunch. Old fairies as well; the laugh from which they had been born had was said to have splintered three different ways. In spirit, that made them sisters. But they had faced Maleficent once upon a time. And they had told the tale.

Not that the stories had done too much good. Maleficent had shored up her weak points since the Good Fairies had lost gone toe to toe with her. What had been an advantage in the past was no longer. The dark faery deflected each attempt to attack a weak spot with such disturbing ease that it had become very discouraging.

And finally, there was Queen Clarion. The current monarch of Pixie Hollow who had never anticipated becoming a War-Queen. But the time and tides changed so swiftly that it was all she could do to keep up.

Pixie Hollow was one of the last safe places left for them.

"Oh my dear child!" came a sudden gasp that made Tinkerbell start in surprise. She looked up to see a red blur descending on her. Fairy Flora. She was the only one wearing red at this party.

"What has happened to you?" Flora fussed over the tinker fairy with motherly concern while the rest looked on worriedly. "You poor thing! You look like you got into a fight with a thorn bush! You're a mess!"

'Mess' was not the word that Tinkerbell would have used. Wreck? Yeah, she would have thrown that one out there. She was scratched and bleeding all over the place. Damn thorns.

"I did it..." she announced wearily. "I found him... I found the Traveler..."

"Where is he?" Queen Clarion asked, noticing that the tinker was listing to one side. That couldn't be very good. "Tinkerbell, where is the traveler?"

"Safe..." Tinkerbell replied, smiling faintly. "But Maleficent knows..."

"Maleficent?!" the three Good Fairies yelped.

"That no-good, rotten--" Merryweather started in a huff, but Fauna wisely cut her off before she could say anything particularly rude.

"M-Maleficent knows that he's there... She had him the dungeon..." Tinkerbell went on. The blurs were starting to lose even more definition. "I got him out of there... And I got the Godmother's wand..." She drew the wand out its hiding place (the wand now scaled down to her size; for in Pixie Hollow, all fairies were equal). "I was -- able to mark him... But..."

"But what, child?" Flora asked softly.

"Maleficent's thorns... They were all poisoned..."

And Tinkerbell collapsed into Flora's arms, succumbing to the poison at last. She had taken it all from Walter and had put it into herself. She had drained her pixie dust healing him and removing him from the thorn thicket in a burst of magic so strong that Maleficent had been on her like skunk stink. Or at least that blasted raven familiar had been on her. Anyone who heard the tale would consider Tinkerbell lucky to have gotten out alive.

Tinkerbell was moved to a lower level of the Home Tree as quickly as possible, where the water-talent fairies took over. They were as close to healers as a fairy could be. Maleficent's poison couldn't kill a fairy, but if left in the body too long, it would cripple the fairy's ability to use magic. The pixie dust wouldn't cling like it was supposed to. And they could not afford to lose Tinkerbell.

"We shouldn't have sent her!" Merryweather claimed even after they had received word that the tinker was going to be alright; the poison had been successfully purged. "It was too dangerous! Maleficent could have done her in for sure!"

"Merryweather, how well do you believe the task might have gone if someone else had been sent?" Queen Clarion asked evenly. Youngest of the lot she may have been, but she had _earned_ the crown on her head. "Tinkerbell's experience with humankind is what made her ideal for the task. Name for me another fairy who has spent as much time among humans as she has."

"I can name three." Merryweather held up the appropriate number of fingers. "But it's the exact reason we _can't_ send her off on suicide missions!"

"Dearie, that was hardly a suicide mission." Flora said, patting her blue-clad sister's shoulder. "It was simple retrieval and she completed it satisfactorily."

"But what if she hadn't, hmm?" Merryweather challenged, her hands on her hips. "Came back poisoned this time! Maleficent _knows_ that Tinkerbell's the best one to work with humans! And we all know that Maleficent will do anything to take away that advantage! What if next time Tinkerbell doesn't come back at all?!"

"We understand your concerns, Fairy Merryweather." Queen Clarion said, holding up a hand. "Tinkerbell will be confined to Pixie Hollow while she recovers, but as soon as she is able, we will need her again."

"You need her too much." Merryweather grumbled. She might have said more, but Flora cut her off at the pass.

"Fairy Clarion, Merryweather has a point." the red-clad fairy said. "We're relying rather heavily on Tinkerbell for any dealings in Main Land affairs. Experience or not, it is risky to keep sending the same fairy in over and over."

"The Nature fairies can only do so much in regards to the Main Land now. Maleficent is constantly watching them and she will act the moment she sees them doing more than they're supposed to do." Queen Clarion said; a point she felt she had been repeating a great deal. "The tinker fairies are not often -- on the roster, you might say -- for Main Land visits. Their talent doesn't directly effect the Main Land, therefore making it safe for them to visit even when Maleficent's eyes are turned our way."

"And what of Tinkerbell?" Fauna asked. "Merryweather was right. The poor dear came back pumped full of poison! It was a wonder she didn't collapse sooner! We can't keep sending her back and forth like this! No matter how much news she brings back!"

"Tinkerbell's reports are invaluable, yes, but her reasons for returning to the Main Land so frequently are her own." Queen Clarion sent a quiet glare down at Merryweather. "They are not open for discussion."

"It's because of that boy, isn't it!" Merryweather said in a blustery way. "She's always going back to look for him!"

"They are **not** open for discussion." Queen Clarion repeated more firmly. This what not an argument she even wanted to get into.

"Well I tell you she's caring less about the safety of the Hollow and more about that child!" Merryweather was clearly spoiling for an argument. She had always been the most hot-headed of the trio. She pointed a finger at Queen Clarion. "And you must not care either!"

Flora covered her mouth with one hand. "Merryweather!"

"Oh come now, dear, don't say that--" Fauna tried to reason with her sister.

"No, no, no! I'll say it all I want!" Merryweather shook them off. "It's simply unheard of for any fairy to become so involved with humankind. The fact that you're doing nothing about it, Fairy Clarion, speaks ill of your ability to lead!"

Flora and Fauna immediately tried to shut Merryweather up, but the words had already been spoken and they had never been truer. Queen Clarion could admit that she had been turning a blind eye to Tinkerbell's frequent absences from the Hollow. The absences she spent searching frantically for the human boy that she spoke so fondly of.

Queen Clarion glanced in the Blue Fairy's direction. She had been silent for a while now, holding the Godmother's wand and gazing at it absently. The Fairy Godmother was also among the oldest fairies. She was the first member of the council to have been lost six years ago and with her capture, the inhabitants of the Main Land had been thoroughly demoralized. Queen Clarion had long since suspected that the Blue Fairy and the Godmother had been close friends, hence her silence up to this point.

The Good Fairies were arguing and loudly at that; Merryweather standing firm that Tinkerbell's blind devotion to the boy was clouding her better judgement; Flora and Fauna trying to talk her into changing her mind.

"-- ridiculous that she's so--"

"--it's not all that bad, it means--"

"--really, you're making too big an issue of it--"

"Please be silent." the Blue Fairy requested.

And just like that, the argument stopped. Not even a tapering off; the Good Fairies stopped talking like someone had shouted obscenities at them. That was the sort of influence the Blue Fairy wielded.

"We can ill afford to be choosy about who goes to the Main Land." the Blue Fairy said calmly. "Maleficent's power has grown exponentially in the past six years. She has trapped many of our own in places beyond the reach our knowledge. Less than half the inhabitants of Pixie Hollow still reside here."

It was a sobering reminder. In all her years, Queen Clarion had never seen the Hollow so barren as she did now. In the beginning, many fairies had voluntarily gone to the Main Land, eager to give Maleficent the punishment she so sorely deserved. Every time, barely a handful returned; singed, bleeding, scratched, and exhausted, having been chased halfway home by the raven familiar. Those left behind weren't dead, the survivors had said. They were gone. Just gone. Vanished. The shadows had swallowed them up.

Queen Clarion felt a shiver in her wings as she thought about it. She feared that Maleficent had tapped into darker powers. Powers that no fairy should ever, ever touch. Powers belonging the legendary Shadowthief; a mythical beast found in Neverland stories. Stories that were told around bonfires. Stories that always had a grain of truth to them.

The Shadowthief had truly existed. Long ago in Neverland's infancy.

"Even if the object of Tinkerbell's search continues to elude her," the Blue Fairy was saying and Queen Clarion had to force herself to pay attention again. "She still hears a great deal more than we do. It is thanks to her that we knew of this Traveler well before he ever arrived. It is thanks to her that we know Maleficent's power will be broken one day."

"So you had best thank her when she is conscious and coherent enough to understand your words." Queen Clarion added, looking pointedly at Merryweather. She turned to the Blue Fairy. "What do we do now?"

"Tinkerbell found the Traveler, yes? And she marked him?" the Blue Fairy prompted. "She's given us a fighting chance to keep the Traveler safe."

"How?" Flora asked. "Maleficent's half-crippled us as it is."

"Through a six-point invocation." the Blue Fairy replied.

The three Good Fairies gasped and even Queen Clarion had no words. The six-point invocation was one of the oldest forms of ritual magic in fairy lore. The end result was typically a protective weave that was cast over the marked target to hide him/her from magic mirrors and scrying eyes.

No had attempted to perform the ritual in a very long time because the requirements were very particular. Six strong fairies with the proper alignment to the elements and a constant source of pixie dust. The latter they were standing right underneath. It was Fauna who found the first problem.

"There's only five of us!" she said.

The Blue Fairy turned to Queen Clarion, clearly expecting _her_ to name a fairy who could fill the sixth spot. But which position would be left unfilled? She couldn't chose even one fairy until she knew which position would be empty!

The thoughts must have shown on Queen Clarion's face. The Blue Fairy took out her own wand and waved it over the surface on which they stood. White lines scrawled themselves across the ground, looping and intersecting until it looked almost alchemical in design. Six symbols blossomed on the outer edge. Earth, air, fire, water, wood and metal.

"Find your symbol." the Blue Fairy instructed. She rose lightly into the air and then settled on the Fire sign.

The Good Fairies looked at each other, momentarily mystified before they started to prowl around the circle, examining each of the symbols. Fauna found hers first; the Earth sign.

Queen Clarion hovered over the circle and felt a tugging feeling somewhere in her gut. She followed it to the Wood sign and felt that it was right.

Flora and Merryweather found their symbols seconds later; Water and Air respectively. This left the Metal sign empty. The Blue Fairy looked at Queen Clarion again.

"A tinker." Queen Clarion said instantly. She knew it as a sure thing. "It needs to be a tinker fairy."

"It needs to be me..." came a weak voice.

Leaning against the entrance, looking almost the same as she had only hours ago, was Tinkerbell.

"NO." said the entire council as one in a resounding tone.

"But I can! The poison's gone!--" The tinker fairy started to protest.

"No, Tinkerbell." Queen Clarion said firmly. "Purged it may be, but you are still much too weak to even be out of bed! Where are your minders?"

Tinkerbell shrugged. She had slipped away while they had been getting a bite to eat. Silvermist would probably throttle her later for leaving, but the tinker fairy strongly felt that she was supposed to be here, rather than in bed.

"I can do it." she said, trying to stand up straight. She also steadfastly ignored the fact that her legs were trembling. Like it or not, she wasn't supposed to be out of bed. "I have to do it. I need to do _something_."

"But you **have** done something, dear." Flora said gently. "There's no more for you to do."

"You're wrong!" Tinkerbell shouted, stumbling forward towards the circle. She faltered once or twice, but she kept going. "I promised-- I promised Peter that I would do something to make a difference. And I can't -- do that -- while lying uselessly in a bed!"

The five fairies exchanged uncertain looks. Queen Clarion looked at the Blue Fairy.

"She is -- a powerful fairy for her station." the queen said with a shrug.

It wasn't up to her. The six-point invocation was the Blue Fairy's idea and it was her call in the end.

"Very well." the Blue Fairy said. They didn't have much of a choice, really. This needed to be done and quickly. They couldn't waste time searching for another tinker fairy.

Tinkerbell smiled gratefully and limped forward the rest of the distance to the Metal sign.

"But you will sit down while I explain the ritual." the Blue Fairy added sharply.

Tinkerbell promptly sat down with a loud thump. The look of relief gave away just how exhausted she was. Queen Clarion wasn't the only one who hoped that the tinker fairy would make it through this.

The rules of the ritual were also rather particular, but they made sense. For starters, they weren't allowed to move from the signs they were standing on. But once the magic took hold, moving was likely to become a non-issue. They were also to speak their lines in the traditional order that the elements were represented: Earth, air, fire, and water, then wood and metal. As the initiator of the ritual, the Blue Fairy was to speak the final four lines.

But she warned that if Tinkerbell showed the slightest sign of faltering; they were stopping the ritual immediately and damn the consequences.

Once she had made sure that the five other fairies knew their lines, they took up their positions. Queen Clarion kept half an eye on Tinkerbell; the fairy was deathly pale.

The Blue Fairy raised her wand high above her head. Pixie dust spiraled down from the platform above them, turning the lines of the circle a pure gold. They could feel the magic swirling around them, shivering their wings. Tinkerbell winced when the magic tightened around her sore body. It seemed to be supporting her more than it was trying to hurt her. Queen Clarion still sent her a concerned look. Tinkerbell just nodded in return.

The Blue Fairy looked around and then nodded at Fauna. They were ready. It was time to begin.

Fauna spoke first, raising her wand above her head.

"_To the Earth from which we are all born."_

Merryweather raised her wand above her head.

"_To the Air that gives us life."_

The Blue Fairy's wand, already raised, flicked once around the pixie dust.

"_To the Fire that burns in our souls."_

Flora raised her wand as high as she could; standing on her tiptoes even.

"_To the Water that cleanses our spirits."_

In lieu of a wand, Queen Clarion raised her hands and released a puff of pixie dust.

"_To the Wood in which we find solace."_

Tinkerbell was wincing as she copied the queen. She barely had any pixie dust to spare.

"_To the Metal that -- that strengthens our resolve."_

As each of them spoke, the symbols on which stood upon lit up brilliantly, sending a column of light shooting into the air above them. The columns joined together, creating one massive pillar that went further into the sky than the eye could see.

In her clearest, most carrying voice, the Blue Fairy chanted the final stanza.

"_Elements rooted in the deepest lore,_

"_Protect this one from scrying eyes._

"_Though against their very nature,_

"_The mirrors must tell lies!"_

It ended in a shout and an explosion of magic that knocked the fairies right off their feet and out of the circle. When the magic finally released her, Tinkerbell passed out, her body at it very limit.

Only the Blue Fairy was left standing in the circle. Or rather, the circle was above her head; suspended as a golden web in the air. Her free hand was raised alongside her wand now.

"We thank you for your protection." she whispered.

She flicked her wand to send it heavenward to find its target.

A drop of black poison seeped into the weave.


	6. The Street Sweeper

**A/N:** I was ridiculously excited to write this chapter.

Reviews are most welcome.

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Six: The Street Sweeper

* * *

Largely unaware of the events that had occurred in both distant and nearby places, the inhabitants of Los Angeles slept on. However, some were not asleep. Some had woken up much too early; wandering their homes or staring listlessly at the television while brainless programming flickered in the darkness.

These were the people who had too much on their minds. They were worried about being laid off from their jobs. They were worried that their children would go hungry or that the soup kitchens would close. They were worried that they would lose their homes and be forced out onto the streets. They were worried about the sort of future that they were handing down to their children.

Would this future be better? Would it be worse?

Or were they going to end up destroying themselves before this future ever came?

It was the question that kept them awake in the small hours of the night. They didn't know the answer. The future was uncertain, with many paths and many variables that kept one guessing as to the true outcome of things.

But there were those who were already trying to make a better future for themselves. To escape a life that was going nowhere. They had been given the means by external sources. And they acted quickly before opportunity shut its windows and doors on them.

Once such person was a twelve-year old girl with red hair. She sat in the corner of the train station, reading a book about fairy tales to keep herself awake while waiting for dawn, when the trains would start running again.

There were three more girls -- the first seven years old; the second nine years old and the third ten years old -- who snuck through the curfew-closed streets, hiding in the shadows and jumping at small noises. They had just run away from the only home they could really remember. They had run away to find the homes that welcomed them with open arms.

Was it an omen? A premonition? That four girls were actively attempting to escape their previous lot in life and by all appearances, succeeding? If they got out of the city safely, then perhaps yes, it was a sign of things to come. Because at times, opportunity did not coming flying across the room to get in your face.

Sometimes, opportunity sent **you** flying across the room instead.

One nudge. That was all it took. One nudge and the world around you would begin to change.

* * *

Maleficent looked every inch the Executioner as everyone said she was. Pale green fire crept along the hems of her robes, burning and sparking fitfully with her anger. The yellow stone on her staff was alight a harsh glow that was mirrored in her eyes. At any second, it seemed that she would send the fires of Hell burning along their bones, reducing them to greasy ash.

The weasels were in trouble.

They were in _deep_ trouble.

Diablo was wisely taking cover in a nook behind one of the decorative pillars around the tower room. The Queen was lurking behind the door, watching through the gap so she knew when to duck and cover.

"Tell me, rats," Maleficent started in a tone that was _almost_ pleasant. "What kind of powers did the Traveler exhibit when you captured him?"

"Er... He's got a good right hook." Smart Ass offered, rubbing his nose.

Maleficent glared.

"Oh, ya mean like spooky powers! Yeah, I get it!" Smart Ass said hastily. He looked at his brothers. "I didn't see any of those."

"Didn't see any." Greasy agreed, nodding.

"Me neither." Wheezy piped up.

Psycho and Stupid shook their heads rapidly.

"So the Traveler possesses no form of sorcery... Or knowledge of such things?" the dark faery inquired.

Her staff hit the floor so hard that it threw up a tiny handful of sparks. Smart Ass winced when he saw a chip of stone flip into the air. Boy, oh boy, she wasn't just angry. She was furious. The weasel would have given anything to stop the other four from nodding in confirmation.

Because that was when Maleficent blew up.

"_THEN HOW DID THE FAIRIES KNOW WHERE TO FIND HIM_?!"

Literally, it seemed. The pale green fire exploded outwards from Maleficent, encompassing a large portion of the room. Just far enough out singe the tips of the cowering weasels' fur. The rush of superheated air blew the door open while the Queen flung herself out of the way.

"Barely two hours ago, there was a tinker fairy-- a _tinker fairy_ was buzzing around. She had the Traveler free anyone noticed that there was something wrong." Maleficent went on, her tone tight and barely controlled. "Tell me how this was allowed to happen!"

"It's yer security--" Smart Ass said shakily.

"FOOLS!" Maleficent boomed. Fire rushed at them. "Get out there and find him!"

"B-But we already looked everywhere, Yer Evilness -- ma'am!" Smart Ass squawked while the others cowered.

"Then search again! I don't care how long it takes! I don't care if you have to raid every building in the city! Just find the Traveler before you find out what it's like to have your head removed from your shoulders!" the dark faery all but screamed.

The weasels needed no more prompting. They ran to save their skins and their heads, falling down the stairs in a ball of tangled limbs. Still furious, Maleficent whipped around and rounded on the Magic Mirror.

"Mirror!" she barked.

The gentle water-like waves that normally occupied the Mirror's surface rippled and swirled in an agitated manner. Two dark, irregular holes appeared in the ripples; the closest thing the Mirror had to eyes. With their appearance, Maleficent knew she had the Mirror's attention.

"_What is thy bidding, O' Mistress of Evil?"_ the Mirror inquired in deep, resonating voice.

"Show me the Traveler." Maleficent commanded. "Where is he? Where can he be found?"

The Mirror made an odd noise; like a person grinding their teeth together.

"_I have said it once, I will say it twice."_ it said in an unmistakably irritated tone. _"The Traveler has escaped your vise."_

"FOOL!"

Cracks appeared in the Mirror's frame. The ripples vanished as the Mirror's magic pulled back.

"_IDIOT_!!"

Lightning struck the cabinet on the far wall.

"_**IMBECILE**_!!!"

The table caught fire.

"_Maleficent_!" the Queen snarled, striding into the tower room. She was half-burning with rage; smoke was literally coiling up from her hands; the minimal talent she had for magic manifesting as fire.

"I will thank you not to destroy my study **or** my Mirror. The crystal phials in that cabinet," The Queen pointed to the cabinet in question; once handsome oak, now blasted and blackened. "Were exceedingly expensive and I believe you have reduced them to worthless shards. To say nothing of what I went through to obtain the Mirror. Do not destroy what could help us the most."

"Yes..." Maleficent breathed out, lowering the hand that had directed the magic at its targets. She took a second, deeper breath and sought to expel her frustration through the exhale.

It would do her no good to lose her temper and control of her magic. What good was power if you were too riled up to use it properly? Stay cool. Stay cold. Icy. That was when she was most feared. That was when she was most unpredictable.

Diablo fluttered down from his hiding place and landed lightly on the staff.

"The Mirror has told us all it can." the Queen said, watching the dark faery regaining her composure. "The Traveler is hidden from scrying eyes; that much we can discern. We must find another avenue. It will take much of our time, however. Drizella's training might have to wait."

"A sacrifice we can afford to make." Maleficent said, gently stroking Diablo's coal-black feathers. "We shall keep an eye on her, however. In case she aspires to become a problem, just like her mother. If so, we remove her. Just like we did her mother."

The Queen arched a slender eyebrow. "And the other sister?"

"Is no longer any of our concern." Maleficent explained smoothly. "She removed herself from the equation. The Mirror tells me she is fleeing the city by train. The worthless bratlings have finally obtained some sense and have fled as well. Congratulations, Grimhilde. You won't have to lay eyes on your stepdaughter ever again."

This drew a further raised eyebrow from the Queen. Though fully aware she had given Maleficent permission to consult the Mirror whenever the need arose, she was getting the sudden feeling that the dark faery was abusing the privilege. She decided to ignore it for now; there were other, bigger problems to deal with. But she filed the feeling away; in case it became a repeat occurrence.

"The fairies' work is written all over the Traveler's escape. Pixie dust in the dungeon." Maleficent spat bitterly. "I know that they were responsible for this, but I do not know how they found him."

"I do not think that is very important right now." the Queen said, gingerly investigating her cabinet. She didn't like what she saw. "Thank you Maleficent, you've destroyed all my crystal phials."

"My apologies." Maleficent said, though 'apologetic' was the last word to describe her tone.

"Do you plan to make a move against the fairies for their interference?" the Queen asked, examining a phial that was still in one piece but it had a long crack running up the side. Probably useless. She tossed it over her shoulder carelessly.

"The wards around the Hollow have become more dense and tangled since my last visit. The Fay Council has gotten unusually paranoid; thinking that I'm going to burn down the Home Tree and take all the pixie dust for myself." Maleficent said with a little smile. It was ridiculous. She had no need for silly pixie dust. Her magic came from far greater sources.

Admittedly, the only reason she thought about attempting to break to the wards was just to prove that she could; to keep the Council from getting too complacent with her continued disregard for the Hollow. There were so many fairies imprisoned that it would be nigh impossible for Queen Clarion to mount a formidable attack force. The Council wasn't in any better shape; with only five members to its name. Maleficent wasn't worried.

"You're unable to break the wards." the Queen muttered. Of course, she thought otherwise.

"I said they were none of my concern." Maleficent repeated pointedly. "If they begin to make themselves a concern again, I will of course, take the appropriate measures. But until such a time, there is no need."

_She can't break the wards._ The Queen thought, trying not to be too pleased about it. _The fairies have finally managed to pull one over on her. And she can't admit it!_

"Losing the Traveler, however... It does put a rather large crimp in our plans." the Queen said, giving up her cabinet at a lost cause and vowing to either force Maleficent to repair it or buy a new one.

"Indeed. The Traveler must be found." Maleficent announced. "If the Mirror cannot tell us where he has gone..." She smiled and ran a finger down Diablo's head. "Yes, a few favors are owed to me. I think it's time I called them in."

* * *

Drizella hadn't been lying when she had said that she had to be up early in the morning. Early as in 'before curfew ended' early. It would end very soon, but it was still so dark out that no one was quite sure if morning was actually coming. Nonetheless, she was already up and dressed for the day. She was just trying to get her bow to sit right on her head.

It was determined not to.

When the bow just flopped to the side again, she yanked the ribbon out of her hair in frustration. Her chin in one hand, she leaned on the surface of the vanity table, staring at the limp green ribbon. She had used this one so many times it seemed to be losing its usefulness.

"Maybe I should get a new one."

Did she even have new ribbons? She had no idea. When was the last time they had gone shopping?

Drizella was about to start digging through the drawers of the vanity for a new ribbon when her bedroom door opened without a real warning. In the mirror, she saw the Queen allow herself over the threshold in her typical haughty manner. Drizella turned on the stool excitedly.

"Is it time?" she asked, hoping she didn't sound too hopeful.

"No." the Queen said.

Drizella's face fell. "But you said you would start my training soon!"

"It will have to wait." the Queen said firmly.

Drizella got angry. "But you promised!"

"I did? If I did, my memory must be faulty." the Queen said with a false laugh. She pretended to think for a moment. "No, I don't recall making such a promise."

"But you did!" Drizella said. Her face was flushed lightly pink. "You said you would start my training this summer. It's summer. When do I start?"

"My dear, there are things going on that are more important than your training." the Queen said in a slightly condescending tone. "Maleficent and I have work to do. Your presence would be more of a hindrance than a help."

"Then I'll tell my mother." Drizella threatened. She had been looking forward to this for three years now. She was going to get her training and nothing was going to stand in her way.

"Your mother was never to know about your looming apprenticeship, if you recall." the Queen reminded her primly. "You made a promise not to tell her."

"Well, if you're breaking your promise, I'm breaking mine." Drizella said, standing up as tall as she could. "And I'll tell my sister too."

"By morning's end, your sister will by on a northbound train out of the city. It would seem that Anastasia would much rather be elsewhere. We were in no position to stop her." the Queen said.

Not that they would have even tried. Anastasia's usefulness didn't extend much beyond 'test subject' and lucky for her, the redheaded stepsister seemed to have figured that one out.

"She's gone?!" Drizella was appalled. Her only real ally (and only sister) had taken off, leaving her all alone. "That bitch!"

"Your own stepsister, my stepdaughter and Maleficent's kidnapped daughter have chosen to leave as well." the Queen went on. "In lieu of your training, someone needs to prepare breakfast."

"Breakfast?..." Drizella repeated, shocked. She didn't prepare breakfast. She ate breakfast!

"Buttered toast with the jam and a small serving of fruit on the side will do for this morning." the Queen said, turning to leave. "I prefer my coffee with two lumps of sugar and a dash of milk, if you please. Maleficent does not take coffee or tea. She likes hot cocoa with plenty of marshmallows and precisely a half-teaspoon of milk mixed with the same amount of chocolate syrup. Make sure the water has come to a boil before you even think about taking it off the flame. She likes it piping hot. Do not screw it up or she will be very disagreeable for the remainder of the day."

"You can't do this to me!" Drizella shouted.

"It's a natural progression, child." the Queen said. She smiled faintly. "And it will teach you discipline."

And she left Drizella to fume over the fact that she was not going to be trained after all. Instead, she had been reduced to a scullery maid because the three girls Drizella had grown up bossing around had acquired spines and run away.

She had been reduced to a scullery maid because it was convenient.

* * *

The curfew sirens blared a single long note, ending the night. It was the dawn of a new day. It was time for people to get out of bed and start their lives up again. The night was over. The citizens were now free to go about their business in the daylight hours as they chose to.

However, the sun was barely an orange smudge on the horizon. No one could even see it yet, but than again, they had not yet bothered to open their eyes. No matter how their time was restricted, there was only a handful of people who would even think about getting up at the ass-crack of dawn and they would only do it if they had something to lose.

Like their jobs.

After all, it was Mickey's only reason to get up.

He lived one hundred yards away from one of the curfew sirens and three times a day, the damn thing screamed. In the mornings, it served as his alarm clock. He had never known a better one, but there were days were he just wanted to break the thing.

Too bad it was surrounded by a ten-foot chain link fence topped in barbed wire and decorated with security cameras. He was not the first person to entertain the thought of breaking the sirens. He just was not the person who had followed through the first time.

As the ululating wail rolled through the pre-dawn air, Mickey just pulled the blanket over his head and rolled over with nary a groan. Six years of waking up to that sound... In the beginning, the sound would scare him out of bed. Now it barely phased him.

It was time to get up.

_I don't wanna get up... It's too early..._

Staying in bed today seemed like a good idea, but the vague plans Mickey was making were waylaid when a rough slobbery tongue swiped across his exposed nose.

"Oh no! Pluto-- Pluto stop!--" Mickey tried to push the yellow mongrel away, but Pluto was persistent and he kept licking his master's nose, determined to get him out of bed.

Mickey scooted away just far enough to get the blanket over his nose and he wiped the slobber off. Blast it all, if the sirens didn't wake him up, then Pluto wasn't far behind.

The mutt barked inches from Mickey's ear and grabbed the edge the edge of the blanket in his teeth, pulling it back from the mouse.

"Aw geez, ya won't even give me five more minutes?" Mickey wondered with a good-natured smile. He reached up and gave the dog a vigorous scratch behind the ears, which was thoroughly enjoyed. "G'morning to ya too."

Pluto let the good morning scratch go on for a moment or two before he pulled back and jumped off the bed. He tripped slightly on his paws and started for the door, then looked back.

"Go on, pal." Mickey waved a hand. "I'll just be a minute."

Pluto cocked his head and then stole the blanket, tossing it over his back to make absolutely certain that his master wasn't going to try and go back to sleep. Looking satisfied, he wandered out of the bedroom.

Mickey lay in bed for a little bit longer, staring at the off-white ceiling above him. He couldn't help but smile a bit. He had picked up Pluto the scrawny puppy off the streets two years ago. Two years of growing and being well fed with regular meals and his paws were still too big for him. The vet didn't think that the yellow mutt was even fully-grown yet. Mickey didn't think so either. It seemed that every time he looked at Pluto, the dog was _just_ a little bigger.

He chuckled as he climbed out of bed, feeling awfully good for some reason. He wasn't sure why. Today didn't feel particularly special. It was certainly starting off like any other day. The morning light was kind of gray and kind of hazy. The floor was chilly. Pluto had wandered off his blanket.

That had happened yesterday. **And** the day before that.

Oh well.

His blanket was at the end of the hall in a slithering sort of heap where Pluto had dropped it. The dog was at the back door, scratching on it. When he saw Mickey, he let out a pitiful-sounding whine.

"Oh, hold on pal." Mickey picked the blanket up and folded it up in a semi-orderly manner. He plopped it on the couch as he passed it. Pluto stood up, shifting his weight back and forth anxiously.

"I don't know why you're waiting on me." the mouse said, opening the back door. "I know ya can get this door open when I'm not around."

Pluto just rushed out without a sound and Mickey closed the door over so the dog could do his business in privacy. Pluto **could** get the door open on his own; Mickey had seen it. But in the true tradition of pets, they only did the clever stuff when no one was around to see it.

The mouse padded over to the kitchen to put on the kettle and to make himself some breakfast. It was probably going to be toast again. The cereal had gone stale and it wasn't much work to make toast.

He took the milk out of the fridge, eyeing it dubiously. It looked discolored. It didn't look right. It didn't look fit for consumption. Fearing the variety of smells that he would undoubtedly discover, Mickey unscrewed the cap--

"Hrk!-- Erg!"

And quickly poured all the milk down the drain. Then he buried the carton under the remains of last night's dinner where it would never be seen again. He would **smell** it again, yes, until it was trash collection day again. But he wouldn't have to look at it again.

Yep. It was definitely toast for breakfast this morning. Not only was the cereal was stale, but the milk had gone off.

He wondered why his milk kept going sour after only a day or two. The problem had to be with the fridge itself. He was sure of it. He had been thinking about it the other day; how his refrigerator never seemed to be quite cold enough. He was going to have to take a look at that and see what the exact issue was.

"Pluto! Breakfast!"

The mutt came scrambling back inside for his kibble and the two settled down to breakfast. Mickey read the newspaper as he ate. The news hadn't changed much since last week. Ajax was still the only company to retain the best sense of strong financial stability and there were still people writing in to complain about their paychecks. There were still murders and suicides. There was still crime and executions. Court cases, the television schedule for the next week and when the next auction was being held, but nothing new.

There was never anything new.

And yet, Mickey still thought today was going to be a very good day.

The sun had fully risen by the time Mickey had finished his breakfast. He rinsed his plate, dried it and put it away. Then he grabbed the supplies he needed for work and started eagerly for the door.

"C'mon Pluto! Let's get out there and seize the day!"

Mickey burst out the door with Pluto on his heels and breathed deep the morning air. And gagged. Coughed. And damn near strangled himself coughing. The air was definitely not that fresh smelling. Just this side of breathable as long as you weren't going to do much physical activity. It would get better as the day wore on, but he would swear that the Doom Patrol pried the lids off the sewers for a few hours at night just for the fun of it.

"Gee, I gotta stop doing that." Mickey commented, rubbing his nose.

Pluto woofed his agreement and the odd-looking duo set off down the road at a brisk walk.

Mickey worked as a street-sweeper. It seemed like a terrible job because of the somewhat hazardous conditions (bad weather, stupid drivers) but he loved his job. He got to be outdoors (a bonus when the weather was perfect); he could talk to people on the streets (assuming they were willing to talk back) and some of them were really, really nice; and best of all, he didn't have to worry about leaving Pluto home alone all day. The pay was alright and he could turn in any recyclable materials for a bit of spare change that really helped in the long run. Mortimer **had** managed to wander off with half of Mickey's savings after all.

Mortimer Mouse was some mooching relative of his that Mickey's own parents had adored. They had always liked to invite him over for dinner at least once a week and ask him what he was up to; making all manner of polite conversation. Mortimer was usually seen off in the evenings with the leftovers of dinner and spare change (typically twenty dollars) in his pockets.

But always after one of Mortimer's visits, they were suspiciously short a few knives or forks or spoons or coins from their money jars. Socks too. They would all be missing a surprising load of socks after one of Mortimer's visits.

Mickey and his siblings were quick to conclude that Mortimer was swiping the silverware, among other things (dirty thief), but when they had brought this concern to their parents attention, the parents had waved it off. They always said something to the extent of: "Morty's a good boy; he'd never do something like that."

Oh, but he did.

Not that they had ever been able to call him out on it. Their parents would just tell them to stop picking on "poor Morty" and then withhold dessert. Or worse yet, send Mortimer off with the dessert that should have been theirs.

Neither Mickey nor any of his siblings had ever figured out just how Mortimer the Mooch was related to them and their extended family hadn't gone around dropping any hints. The eldest of Mickey's sisters (Mabel) had been the first to suggest that Mortimer was really their parents' illegitimate child, born out of wedlock and they were turning blind eyes left and right out of guilt. This suggestion had led to the construction of an elaborate sequence of events surrounding their parents' first meeting, Mortimer's arrival and their marriage.

Of course, they had never asked just how much of their thoughts were true. They kept it to themselves and added to the story whenever they thought of something new.

While they had tried to pretend that it never bothered them, none of the lingering resentment over their parents' preferential attitude to Mortimer had come to a head until Mickey had woken up one morning to discover that someone had swiped nearly half of his savings. All fingers had immediately pointed at Mortimer (who had, curiously enough, deigned to appear at the next weekly dinner).

Naturally, the theft had put a damper on Mickey's plans to move to LA. Oh, he had still been able to carry through and move to the city after his older siblings had insisted on making up the difference from their own savings (and refusing to let him say no). But he had never been able to find Mortimer again. The dirty rotten scoundrel had just disappeared off the face of the planet.

There had been just enough money in his pockets for Mickey to rent a tiny studio apartment just this side of the poverty line. He had found a job fast (as a street-sweeper) and generally pursued his dreams.

Mickey had always wanted to work in the film industry. And Los Angeles was the place.

And then the economic downturn had come.

There had been mutterings about a "stock market" crashing and "economic bubbles" bursting at least a year before it had actually happened. Out on the streets all day, Mickey had heard a lot of it, but he hadn't understood a lot of it. The businessman was a rare breed and their language was a foreign one. Mickey would have counted himself lucky to even understand a fourth of what they had been talking about on their lunch breaks.

All Mickey had figured out was there was some trouble coming and it had involved peoples' money, so he had best watch himself.

He hadn't given it much thought because his job future was secure and he was -- not well-off per se, but certainly not in any danger of going broke. Until his landlord had started to evict people for being unable to pay rent. That was when it got obvious.

Suddenly, the well-paying jobs were harder to find, everything cost just a bit more and people had begun to panic about their financial stability.

The economic downturn.

That was what they had started calling it. At least in the newspapers. Other people had called it a stock market crash or a bear market or more obscure terms that didn't seem to have anything to do with the economy.

Unfortunately for Mickey, he had been one of the tenants to be evicted by his landlord. Something about utilities bills going too high, broken pipes and apparently the building was supposed to have been condemned several years ago.

So while the landlord had run away screaming into the night to avoid being arrested for tax fraud, Mickey had spent two nights on the streets before running across an empty building off Hyperion Avenue, on the real estate market for a ridiculously low price.

With the last of his money (until his next paycheck), he had bought it right quick.

He wasn't sure what the building had been used for originally. It contained more rooms than he needed and some of those rooms contained some odd-looking pieces of equipment that made him think the building might have belonged to a newspaper company first. The company must have gone bankrupt or had been absorbed by one of the larger conglomerates.

By contrast to the nighttime hours, the city was more lively by day. Naturally, that was the case. People weren't restricted indoors by a curfew during the day. There were all manner of citizenry walking the streets by day.

There were the job hunters who seemed to be taking their self-appointed tasks just a little too literally (what did they need the nets for?). There were desperate shop owners (desperate enough to snatch people off the sidewalk and beg them to buy something). And there were street vendors who sold pretzels or hot dogs for fairly cheap prices and bringing in a tidy profit.

Mickey had a soft spot for the hot dog vendors. Selling hot dogs had been the job that had paid his way into the city.

And of course, there were the children who were out of school for the summer. They easily outnumbered the adults in some neighborhoods and took advantage of the lack of vehicles to play games in the streets. It was usually baseball, since most of the neighborhood kids knew how to play it and home base was easily found. They just had to watch out for oncoming pedestrians and avoid breaking any windows.

All the activity kept Mickey busy right up until his lunch break.

Lunchtime came around with a gust of warm air and the crack of a wooden bat on rubber. There was a game of amateur baseball underway and the people who didn't have anything better do to sat in the shade and watched the children play.

From one of the street vendors, Mickey bought two hot dogs, a pretzel and something cool to drink. One hot dog he had slathered with everything from ketchup to diced onions until he couldn't lift it out of its wrapper without something coming off it and the bun was half-soaked. It was for him. The other hot dog was plain in its dry bun and it was for Pluto.

"Here ya go, pal." the mouse said cheerfully, setting the plain hot dog down in front of the yellow mutt. "Eat up, okay? I think today's gonna be real busy for us."

Pluto didn't need to be told twice and he about tore the wrapper apart to get at the meat. Mickey sat down on the steps with his lunch and tried not to wonder if a dog eating a hot dog could be construed as cannibalism.

Naah, he had heard that there wasn't any **real** meat in a hot dog. Heck, these ones here were probably half soy.

It still tasted the same and Mickey enjoyed it while getting the toppings everywhere. He watched the kids play baseball in the street. The game must have just started because the score was still pretty low.

And then it happened. It happened fast. Almost too fast.

The kid up at bat (a porcupine -- or was that a hedgehog?) was the first to see it coming. He was suddenly distracted from the pitcher's (an armadillo) taunts and shouted something while pointing down the road (in the direction that would have been the outfield on a real pitch) before running off the street. As one entity, the kids all looked to see a paddy wagon screeching up the road, swerving all over the lines. In a heartbeat, they scattered just before the vehicle would have thundered upon them.

But it was almost like the driver was determined to hit just one kid. The car swerved around less like it was trying to avoid the kids and more like it was trying to mow one down. However, they all got onto the safety of the sidewalk.

All but one. A little cat-girl perhaps no more than four years old was sitting on the curb with a doll, seemingly oblivious to the fact that the paddy wagon was heading right for her.

Mickey wasn't sure how he had managed to move fast enough. Just that one second, he was on the steps with his hot dog and the next second he was rocketing across the pavement, his lunch sent flying. He snatched the little girl out of harm's way just in the nick of time. The paddy wagon screamed to a halt; the left front tire sitting right where the little girl had been just seconds ago. Mickey stared at the front tire, since his toes were only a few inches from it. He stood up and looked up at the paddy wagon itself. He didn't need to look very far to see that it belonged to the Doom Patrol.

Some of the more loathed members of the Doom Patrol: the weasels. They came out holding large stacks of posters just about a foot thick and they started to pass these posters out to the gathered crowd. It was odd to see any member of the Doom Patrol out in daylight. They prowled the streets most often at night and could be seen around twilight before curfew. But in broad daylight... Well, that just didn't happen often. If it did happen, then something important was going on.

But Mickey didn't care about that.

"Hey!" The mouse handed the crying little girl off to the frantically relieved woman who came rushing up. "Why don't ya learn how to drive?! Ya coulda killed someone!"

The nearest weasel, Smart Ass looked down at him with a sneer.

"Why don'tcha learn to keep your noise outta our business!" the pink-suited weasel retorted.

He shoved a glossy poster into Mickey's chest and pushed the mouse back several steps. Mickey caught the poster before it could flutter to the ground and looked at it. It was a black and white picture of a man who looked very blinded, but the likes of this man were none the mouse had ever seen before. The man looked like-- Well, Mickey couldn't put his finger on it beyond: "the man didn't look like he should have been real".

But he must have been real. Where else had the picture come from?

"Alright! Listen up all you dopes!" Smart Ass shouted to the crowd. He was holding up one of the posters; holding it up high so everyone could see. "Some freak criminal is on the loose! Escaped from the most secure prison in the state! Can't be Dipped! We tried, but it didn't work! He's a dangerous bastard!"

Some mothers drew their children closer to their skirts or covered their children's' ears in case the weasel said any more words that were inappropriate for young ears, but many of the others were less concerned about the language and more concerned by the fact that the Dip had apparently no effect on this criminal. They stared at the poster with wide eyes. Nearly everyone was whispering to one another about the man's odd appearance.

"What did he do?" Mickey wondered out loud.

Smart Ass turned beady eyes on him. "Whatcha say?"

"Well, I just noticed. It doesn't say what he did." Mickey pointed out, shrugging.

Everyone looked again, this time with surprised grumblings. There was just contact information on the bottom of the wanted poster. Not a sentence about the culprit's crimes.

"That ain't none of **your** business." Smart Ass snapped irritably. "We just want the freak found. And anyone who finds him and calls us first will be handsomely rewarded!"

**That** drew the biggest reaction yet and in a not very good way. Many of the people here were always looking for ways to put a little extra moolah in their pockets and the weasels had just given them a very big way.

"But we don't even know what he did!" Mickey protested mightily. "How can we know how dangerous he is or how to catch him if we don't even know what he was convicted for?! What has he done to avoid arrest so far?!"

"That ain't our concern." Smart Ass spat, dropping a few of the posters he was carrying. "Ain't like he gonna be prowling **our** streets at night."

And with that, the weasels piled back into their paddy wagon. The engine started with a rumble and Smart Ass floored it. The vehicle lurched off with squealing tires and left behind a cloud of sooty exhaust. They all watched until the car screeched around a corner, sending a flock of pigeons diving for cover. Then someone giggled and the tension broke. Everyone drifted back to their business. The excitement was over.

"But that's not fair..." Mickey said to himself. "That's not fair."

Pluto nudged him with a wet nose and whimpered. Mickey scratched his dog behind the ears.

"It's not fair, Pluto." he said to the mutt. "They're the police around here and they're dumping the job of finding this guy on us. They tell us that what he did is none of our business but they expect capturing him to be **our** concern. That's just not fair.

"And I know 'fair'." he added seriously. "I've got ten siblings."

Mickey stared at the picture of the culprit and wondered just how much of a criminal this strange man was. They didn't know what he had done to be thrown into the highest security prison in the state-- Actually, was there even a high security prison in this state? It seemed like everyone who broke the law just got Dipped.

Apparently this man couldn't be Dipped.

Maybe that was what made him so dangerous. He was someone that the Doom Patrol couldn't do a thing about. Someone who could run around and do what they pleased without fearing repercussion.

Maybe the Doom Patrol was actually afraid of him. And that was the reason they were dumping this in the laps of the general public.

They **were** a bunch of weasely little cowards, after all.

But that still didn't make it fair.

C'mon, Pluto. Let's get back to work." Mickey said, crumpling up the poster and tossing it away. "I guess I don't really feel hungry anymore."

Several pigeons were already picking at the discarded hot dog and fussing at each other. More scavengers that were trying to eke out an existence on the mean streets of Los Angeles.

The city was full of those.

Though Mickey would probably deny it if asked (because he earned a respectable paycheck, thank you very much), he was something of a scavenger himself. Really, everyone was, even if they had too much pride to admit it.

He got off his shift just before the dinner hour, which give him two to three hours during the summer to go to the junkyard and see what he could find. People tended to throw out things that were sometimes still useful; they just didn't want the thing anymore. And the Doom Patrol was known to confiscate personal possessions from people for some of the flimsiest reasons ever (too expensive for this person -- too nice for that person -- too ugly for _**anyone**_).

One of two things would happen to the item. Either the Doom Patrol would try to pawn it off for some quick cash or it ended up in the junkyard by the end of the week. This happened when no member of the Doom Patrol wanted it. The people would turn up later at the junkyard seeking to reclaim their missing possessions.

It was also at the junkyard that Mickey turned in his salvaged recyclable materials for spare change (going straight to the tin, this was). Then he went out to poke through the piles of junk.

It was amazing the kind of things that ended up in this place. One time, he had found an entire armoire full of clothes in the corner. None of the clothes had been his size, but he had walked off with a few pairs of socks before directing other scavengers towards it.

Another time, there had been a whole engine block from a bus just laying in the middle of the path and rusting. Someone had made off with the spark plugs and the distributor cap had been missing. There had also been two car tires complete with the axle rod and brakes still attached.

The junkyard was pretty empty of scavengers this evening. Mickey saw a few regulars like Old Tom who had perched a funnel on his head at a jaunty angle and the Crazy Cat Lady whom most people made a point of avoiding (like Mickey, because if the Crazy Cat Lady saw him, she would chase him down three blocks while shouting about mouse stew for dinner before abruptly turning around and pretending not to see him), but not much of anyone else. The Doom Patrol must have had a quiet week.

This was where Pluto's nose really came in handy. He had a frequent habit of uncovering interesting and/or usable things; so frequent that Mickey was ready to label it a talent. The yellow mongrel just plowed through the rubbish, sniffing at things here and there. The mouse followed close behind, hoping that they would find something just as interesting and/or usable as the last thing that could go into the sack.

"Hey, look at this."

Mickey picked up a discarded golf club and made a few passes with it. It was still actually in good shape. It was just missing its rubber grip. Maybe he could sell it. He wanted to get Pluto a new collar; a good one. The old one was looking pretty tatty these days. He wanted to replace it before it fell off.

As if on cue, Pluto barked, his nose buried in a bundle of old, soiled bed sheets.

"Ya find something, boy?"

Pluto barked again, his whippy tail swinging back and forth. He pawed at whatever was laying there. Mickey made his way over the slightly treacherous terrain to see what his pal had found.

It was a shoe.

"Wow, that's a really nice shoe." Mickey commented. He rubbed the back of his neck.

It really **was** a very nice shoe. Black and shiny and -- was it made out of leather? It was a little scuffed around the toe and the soles were a bit worn, but the laces were intact and still neatly knotted.

"Who'd throw out something that's still this good?" the mouse wondered.

He reached down to pick up the shoe, but there was one problem. There was still a foot inside of it. And that foot was still attached to a leg. Which was also attached to a body.

Mickey dropped the shoe immediately.

There was someone underneath those sheets. There was someone lying in this junkyard.

"D'ya think a person has ever been confiscated before?" Mickey wondered to Pluto. The dog just shrugged. "Yeah, that's stupid."

People didn't get confiscated. They got dead.

"Guess we should see if they're still alive, huh boy?"

Mickey had never run across a dead body before (not in the junkyard before) and he really hoped that this wasn't a dead body. He wasn't comfortable with grave robbery; which would happen if this person turned out to be dead. They were wearing very nice shoes, so they were probably wearing very nice clothes as well. People would want the nice things.

He also hoped it wasn't a dead body because-- Well c'mon! He just didn't want the person to be dead!

Mickey picked up a plank of wood with a blunt end and tentatively poked the shoe. There was no reaction. Not the slightest twitch.

Well, that didn't necessarily mean that the person was dead. Unconscious, yeah. Sleeping? Quite possibly (though the junkyard wasn't the safest place in which to let your guard down). A lot of people were homeless around here.

But homeless people weren't likely to have nice shoes.

They really were such nice shoes.

Mickey tried to judge about where the head would be before he went around pulling off the soiled bedsheets. The leg had been pretty long-looking, so this was probably a fairly tall person. Probably even taller than Mickey!

In all honestly, there was a lot of people out there who were taller than Mickey. He had gotten used to it after moving to the city (he had sort of had to) and had adapted to living in places where most of the fixtures were another foot and a half above his head. He had gotten used to dodging around people's knees or waists and identifying them by what their shoes looked like, but tall people still made him nervous.

With his plank of wood, he prodded the bundle of sheets. He found something that felt like a shoulder or maybe part of the back; it was kind of bony-feeling anyways. He prodded a little harder but still got no reaction.

_Maybe he really is dead!_ Mickey thought fearfully, biting his nails.

He looked around the junkyard, not sure what exactly he was looking for. Someone who could help, maybe. Not the Crazy Cat Lady. Definitely not the Crazy Cat Lady. He didn't want to be chased three blocks by a woman who was very likely to make a stew out of him.

What about Old Tom? Could he help?

Mickey tried to remember the last time Old Tom had voluntarily helped someone else out of the goodness of his heart. He couldn't remember one. Old Tom usually had to be bribed into doing something that didn't always have a positive benefit for himself. And the bribes were typically required to be either some form of alcoholic beverage or chewing tobacco, none of which Mickey could readily get his hands on (not that he wanted to).

Old Tom just didn't take "feeling good about yourself" as a reward.

Him and the Crazy Cat Lady were the only two regulars to the junkyard that Mickey knew well enough to gauge their reactions. He couldn't think of anyone else to ask. He wasn't sure if there **was** anyone else to ask. What was he supposed to do?

_Walk away? It's not that hard. Walking away means the problem isn't yours--_

_No!_ Mickey shouted at himself. _Just because Marvin does all the time that doesn't mean I will too! So I have to do something about him, even if he's alive or dead!_

Holding his breath (though he didn't know why), Mickey used the plank of wood to lift up the soiled bedsheets; to see just what kind of problem he was going to have to deal with.


	7. The Man and the Mouse

**A/N:** When I was writing this chapter, at first I thought Walter was a little -- I don't know, out of character? But then I had to ask myself: I've based this guy on someone who's been dead for about 40 years and most surviving footage of him portrays him as being a fairly composed kind of guy, and since it's difficult to say what he was like off the camera, how exactly can I define "out of character"?

I don't know if Walt's musophobia is true or not, but either way, it was too good to pass up.

Reviews are most welcome.

Happy New Year.

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Seven: The Man and the Mouse

* * *

"_You're getting pretty good at that, Walt."_

_The eight-year old boy peered through his untidy and un-trimmed black hair, having frequently escaped his mother's well-meaning attempts to give him a small haircut. He looked up at the old man whose shadow was falling across his light. The man wasn't that old in reality -- mid-fifties, perhaps -- but to the boy, adults always seemed very old._

"_Thanks, Doc." the boy said, dropping his knees to show off the sketch that he had been working on for the better part of an hour. The old man peered at the drawing, adjusting his spectacles. His mouth opened slightly._

"_Is that my Rupert?" the old man asked, sounding slightly awed. _

"_It's supp'sed to be. He didn't moved much, but it's still hard." The boy looked across the pasture to where a brown thoroughbred stallion was peacefully grazing. The drawing on the paper was kind of crude. Some of the lines were too wiggly or they didn't curve in the right places. Nonetheless, there was still an obvious resemblance to the horse._

"_It looks wonderful." the man said with a smile. "I've never seen someone sketch out Rupert so well."_

"_You think it's good?" The boy was staring at him with confusion. It was his first time drawing a moving object that wasn't a person or a car or a train and he didn't think he had done a very good job on it._

"_Of course I do. Why, if you keep drawing, you could become very good in just a couple of years!" the man said jovially. "You have real talent, Walt. Whatever you do, don't let it go to waste."_

_The boy nodded eagerly and the man suddenly poked him directly in the back, which was very strange because his back was against a tree. The boy was confused because the man was now holding a short, thin plank of wood. The man poked him again in the back with the wooden plank, harder this time and the boy winced. He grabbed the wood only to find that he was holding a long thorn!_

_Suddenly, the man was gone! In his place was a green-skinned woman with the horns of the Devil and wearing a cloak made of thorny vines! Laughing coldly, the woman reared back like a dragon going in for the kill and the thorns pierced his body all the way through he saw that castle again--_

Walter's would-be rotting corpse shot straight up with a strangled sort of scream (scaring the bejeezus out of Mickey, because he thought it was a zombie) and threw the bedsheets off in such a haphazard manner that they got tangled around him. He panicked, thinking he was being suffocated by some awful smell and fought all the harder to free himself.

"Hey-- Hey hold still!" ordered a strangely high-pitched voice and two extra hands started pulling on the sheets. Walter tried to comply, but all he could think about was getting the sheets _off of him_!

It took a moment of confused pulling and tugging and twisting, but the sheets soon slid right off, leaving Walter exposed to fresher air and late evening sunlight.

"I'M ALIVE!!" he cheered, his hands slapping down on his chest. There was no doubt about it. He was alive. Alive and kicking and breathing and oh dear lord, he really had to use the bathroom very badly!

It made no sense, he realized a second later. His last memory before this moment involved getting stabbed by some nasty seven-inch thorns and-- The things he had seen. Those visions (memories?) -- whatever they were-- whatever he had seen-- _Lillian holding a __**baby**__!_ -- Those had felt real. As real as the thorns--

Walter's hands flew down the front of his shirt frantically. He found holes in the fabric and there were some disturbingly impressive bloodstains that no amount of bleach would fully remove. But there were no holes in **his skin**. There were no injuries; he was unhurt. And that was the most important bit.

"Look! Look, I'm alive!"

In a fit of unfettered joy at finding himself in a perfectly functional state, both mind and body, Walter threw his arms around the closest living thing and hugged it tightly to his chest.

The closest living thing around just so happened to be Mickey Mouse.

Not that Walter noticed right away.

"Er..." was Mickey's uncertain reply to this. He tried to wiggle loose but to no avail; Walter was simply holding too tightly. "Yeah... You're -- alive..."

What else could he say?

He found himself quite at a loss about what he was supposed to do with this man who was enjoying being able to touch another warm living body. Mickey looked to Pluto for help, but the mutt seemed just as confused as the mouse did.

Plus the man smelled rather strongly of urine and that might have been discouraging Pluto from getting too close.

Fortunately for Mickey's sense of smell, the surprise hug only lasted a few seconds. Walter became aware that he was indeed hugging someone without so much as a by-your-leave and so let go.

"Sorry about that." Walter said amiably, a hand resting on the mouse's shoulder. "I've been having a rough time of things--"

He broke off when his mind finally registered what his eyes were seeing.

Big round ears.

Wide black eyes.

Long thin tail.

A mouse.

_A mouse!_

Walter screamed. It was ridiculously high-pitched; not manly at all.

Now for some reason, when one person starts to scream, any other person around them will start to scream as well, even if they don't exactly know what the danger is. Mickey of course, was another person and he started yelling out of reflex. And Pluto, alarmed by all the noise everyone was making, scrambled away to hide.

The mutt had the right idea, it seemed, because the first thing Walter tried to do was run. But when he sprang to his feet, his heels got caught on the rubbish. All he accomplished was to fall over backwards and roll in an ungainly somersault.

Mickey was a bit more successful in that he actually managed several complete steps, but he had also forgotten about the burlap sack that he had brought with him to carry his scavenged items home in. He tripped right over it and fell on his face.

Only a space of about five feet separated the man from the mouse.

Walter was aware of this small fact. He was extremely aware of this. But he didn't try to run away again. He felt ashamed that he had even tried in the first place, but it had been a knee-jerk reaction.

Mice scared him.

He didn't know where he had picked the phobia up, but it really hadn't become known until their time out in Marceline when Ruth had brought home a mouse from the field to show to him. After his mother had heard him shriek and found him hiding under his bed while poor confused Ruth had tried to tell him that it was just a mouse, a no-rodent rule had quickly come down on the house.

Unfortunately, older brothers would be older brothers and the eldest two of the lot had seen opportunity to terrorize their apparently fearless youngest brother.

The phobia had been exasperated when they would chase Walter around the farm with some poor mouse that they had caught and he would have to hide in the barn. Or they would put it under his sheets at night until his yelps woke up the entire house. Or worse, they would drop it down the back of his trousers and watch him struggle to get it out.

Until their father had caught them and tanned their hides for A: neglecting their chores, B: tormenting their youngest brother like so, and C: tormenting the poor **mouse** like so. And after getting yelled at by their father, their mother had come along to sternly lecture them on why they were supposed to be **looking out** for their youngest brother; not scaring the pants off of him.

Walter had always assumed that the combined forces of their mother and father had convinced the two oldest brothers not to pull the same shit twice, because Walter had never been found another mouse where it was not supposed to be; either in his bed or down his trousers. This reprieve had allowed him to get past the usual screaming-and-running reaction that he'd had as a kid.

His reactions to mice were much better these days; more mature, he thought. All Walter did now was freeze up whenever he saw a mouse. If there was someone else around, he would ask them to please chase the darn thing away. If he was alone, he would just wait for it to go away and then quickly plug up the hole it had wandered back into so it couldn't come back.

But today, he was jacked up on a whole lot of adrenaline. Heck, there was probably more adrenaline in his system than there was blood at the moment. He was also prepared to swear in front of God himself that he had actually died back there with the thorns (he just didn't have the memories of heavenly choirs to prove it).

Oh, and he still wasn't home yet.

So it was a bad day already.

And Mickey... Well, he had lost a lot of his enthusiasm for the day after lunchtime.

The mouse twisted around to see the stranger a little better while Pluto peeked out of hiding to see if the coast was clear. No one had been alerted to all the screaming, Mickey realized. Old Tom and the Crazy Cat Lady might have left before the screaming had started. It was getting kind of late into the evening.

He looked at the stranger and realized in a fear-tinged kind of way that this person was the exact person that the weasels had been handing out posters of during lunch. There was no way he could have possibly mistaken that person for anyone else. But he couldn't see the danger. He just couldn't see how this man -- in his torn, dusty and bloodstained clothes (they must have been very nice earlier) could have been any sort of danger to anyone.

Right now, the man didn't look like he could assault a baby. The baby was likely to get him first.

Walter was aware of his pathetic position; face down in a junkyard/landfill smelling like-- Well, smelling unpleasantly and probably looking worse than he felt. He reluctantly lifted his head -- maybe with the intent of apologizing to the mouse for screaming at him -- he wasn't sure yet. He would have to see which words were going to come first.

"You're a mouse."

Why, oh why did he have this sudden need to state the obvious?

Mind you, he could have been wrong. This could have been some **other** kind of rodent.

But he was right and Mickey almost felt insulted. He knew he was a mouse, thank you very much, and he didn't need anyone telling him the obvious. The words that had gotten stopped up behind the mental roadblock were suddenly free to roam.

"Of course I'm a mouse! And you're-- You're..." Mickey trailed off momentarily, uncertain. "Well, I don't know what you are." he admitted, a little sheepishly. Then he jumped to conclusions.

"You look like an agent of the Triumvirate!"

He was stabbing blindly at the dark here and he knew it. He didn't know if the Triumvirate even **had** secret agents, but it wasn't something he was going to take a chance on. This man looked way too much like he could have been one.

Albeit one down on his luck.

"The -- Triumvirate?" Walter repeated. He tried to remember where he had heard that before. "You mean -- that Tremaine-woman who lives over in the Hollywood Hills area?--"

"Aha! So you **do** know who they are!" Mickey said with the stabbing of a dramatic finger. He snatched up the dropped plank of wood and thrust it at Walter in an _en guarde_ sort of way. Walter flinched back; not an easy thing to do when your butt's up in the air.

"Erm... yes... I know who they are." he said, a little tentatively, eyeing the wooden plank. It didn't look particularly sharp but getting poked with it wasn't something he wanted to have happen.

"And what'd they send you here for, huh?" Mickey asked, making motions with the wooden plank that he hoped were threatening. "Out on secret missions? Bagging and tagging?"

"_What_?!" It would something of an understatement to say that Walt was confused. Big talking weasels he was pretty confident that he could handle. Strange, creepy women (one of whom could allegedly turn into a dragon) he could probably go another round with (though he didn't necessarily **want** to). But a walking talking mouse accusing him of being-- What, a secret agent of some kind?

It was like his weirdest dreams and worst nightmares had gotten together behind his back and were conspiring to wreck his sanity.

If he hadn't passed through the 'this is not a dream' phase already, he might have decided that that was exactly what was happening to him.

"What are you talking about?" Walter asked, propping himself up on his hands. "I'm not a secret agent, I'm an animator. And those Triumvirate ladies -- they don't like me. They put me in their dungeon."

"They have a dungeon?" Mickey asked, forgetting the cautious front he was supposed to be putting up. "They really have a dungeon?"

Walter blinked. "Yes...?"

"I knew it! I knew those witches had a real dungeon!" Mickey was positively giddy with excitement. That was a rumor that had been flying around for ages, just because it made sense. They were evil little suckers so everyone figured that they had a dungeon. But this was first positive proof that the witches really **did** have a dungeon underneath their house!

And he was the first one to hear about it!

"Wait a sec!" Mickey changed tracts in a heartbeat and the wooden plank was back up in its defensive position. "How do I know you're telling the truth? Maybe you **used** to be a secret agent of the Triumvirate, only you did something to upset them, making them lock you away, but you got out and now you're on the run. And the Doom Patrol's making **us** look for you because they don't want you to know that they're looking for you!"

He slapped a hand over his mouth.

"But I just told you that they're looking for you which kind of blows the whole idea of secrecy, doesn't it?"

Walter tried to figure out what he was supposed to say in reply. This was new territory. Actually, everything here was new territory when he thought about it. What the hell was he trying to tell himself?

But never mind telling himself things. What was he supposed to say to the mouse?

"I'm not a secret agent." he repeated. "I'm an animator."

Mickey blinked. "What's an animator?"

"What's an-- You don't know?" Walter asked, bewildered. The term wasn't exactly new, but it had recently started becoming part of the mainstream and so far, Walter had encountered not one person who didn't know what an animator was.

"No." Mickey felt like he had done something wrong. "What is it?"

"It someone who-- Do you know what a cartoon is?" Walter asked. He had this funny feeling...

Mickey shook his head. "Am I supposed to?"

"Ah... No, I don't think it's that important." Walter replied, shaking his head. "I-- I don't suppose we could try getting off to a better start?"

"A better start?... Oh!" The mouse held out the plank of wood. Then he realized that he was doing it wrong before switching the wood to his left hand and offering his right. "You mean like this?"

"Exactly." Walter couldn't help but smile as he extended his hand. "It's Walter, by the way. My name. My friends call me 'Walt'."

"Ha-hah! All my friends call me 'Mickey'." the mouse said cheerfully. He might have said more, but Pluto decided to have his say right then and there, and offered Walter a big slobbery kiss on the cheek.

"And this is Pluto." Mickey added, relaxing a little more. The mutt was a pretty good judge of character. It didn't seem like Walter was going to be any threat to them. "See, he likes ya--"

A loud blare of a siren cut off his words, raising the hairs on the back of Walter's neck. The sound lasted for all of three seconds and was followed by two short squawks. Mickey cringed visibly and his ears lowered, like he was expecting something loud and explosive to come dropping out of the sky on them.

"What was that?" Walter asked.

"Half-hour 'til curfew." Mickey answered, looking around furtively. "Better get going." He gathered together what he had deemed collectable and started away. "C'mon Pluto!"

The mutt barked once and followed Mickey, the latter scrambling to leave the junkyard as quickly as possible.

As for Walter, he climbed to his feet (ouch, his back ached) and patted the dust out of his clothes the best he could. There was more dust than he last remembered. Why did he have to wear a dark blue suit that day on the train?

_At least it wasn't my good black suit._ He mused. He looked around and for the first time noticed that he was in a junkyard. Walter discreetly sniffed the lapel of his shirt. Ah, the smell was definitely coming from him.

_Now, let's see here..._

If what the big talking mouse (deep down, his inner child squirmed in a combination of fear and disgust) had told him was correct, then he had half-hour to find a place to lay low for the night. Some place indoors where he was unlikely to be found by someone unpleasant. He had heard -- _things_ about what happened to people when they had to spend even one night out on the street.

He didn't want to spend too long searching for a place--

"Hey!"

Mickey had popped back into view, looking like he had just thought of something that was going to change the future of the whole world.

"If ya don't have a place to stay tonight, ya can come back with me!" he suggested brightly.

Walter started in surprise. For someone who had been mildly wary of him only moments ago, Mickey sure had been awful quick to change his mind. Maybe it was because of the curfew was just a half-hour away and Walter had nowhere to stay tonight. Or tomorrow night. Or after that. Maybe the mouse was just trying to help out his fellow man. (mouse?)

It wasn't like Walter had options.

He didn't want to deal with the weasels again. He was out of that dungeon and he wasn't about to go back there if he could help it.

So he followed the mouse home.

* * *

It was his studio.

Truthfully, it was just a single story building. Totally nondescript with some missing shingles, two cracked windows and a door that hadn't quite shut all the way. Weeds were growing out of the cracks in the front steps, it needed a fresh coat of paint and the gutters were sagging. The street desperately needed to be repaved, the air smelled a bit off and there were trash bags piled on the curb.

It was run-down, slightly decrepit and pathetic, and there was no way anyone would look twice at a place like this.

But Walter would. He always would.

This was his studio.

Okay, not quite. It was missing all of its signs -- like the big one over the door that left you with no doubts of where you were. There were none of the silly little doodles that Les had recently taken to drawing on the sidewalk with chalk just because he could; he would always replace them after the rain. And there weren't any of the other buildings that Walter had seen spring up around the studio back home.

But all the same. It was his studio. It was the same lot with the same first building to be built and it was even in the same place. The corner of Griffith Park Boulevard and Hyperion Avenue.

He had been suck into some wacko world, but his studio was still in the _same spot_.

It was like an oasis in the desert.

"Er, sorry about the way it looks." Mickey said, misinterpreting Walter's expression of shock for one of disgust. "I know it's kind of shabby..."

Walter didn't say anything, too busy watching an image of his studio back home super-impose itself over the building he was standing in front of.

"I've been meaning to fix it up," Mickey went on, rubbing the back of his head. Why wasn't Walter saying anything? "But -- ya know, money's been kinda tight lately, so... um... Hey -- Walt?"

Walter had been staring for much too long to be normal. Mickey tugged on the man's limp hand in an effort to snap him out of his stupor. Walter jumped a good six inches off the pavement (he would have gone out of his skin if he had jumped any higher) and looked around a little too violently for what had touched him. He finally remembered to look down. Mickey just waved, but he wondered what on Earth had caught the man's attention so strongly.

"It's almost curfew." the mouse said. It had been a bit of a walk from the junkyard. "We need to go inside."

"Inside... Right." Walter didn't look too pleased with the idea, for some reason. He looked more downright horrified. Mickey tried to ignore that (the place wasn't **that** bad-looking, was it?) and led the man to the building.

The door stuck until Mickey kicked at it like he always had to and let Walter precede him inside. Once inside himself with the door closed and locked, Mickey felt safer. It was always a little nervous being out so close to the curfew; it gave him the funny feeling of being trapped.

"Well, this is it! Home, sweet home!" he said, making a grand gesture around the small entrance hall. "I know it's not much to look at, but-- Hey!"

Walter didn't give Mickey the chance to finish. He ran past the mouse straight down the hall, already knowing the way. It was the same floor plan inside. He just knew it was. He didn't need anyone to give him the nickel tour. He knew where he was going.

Straight down the hall. Straight down the hall and past the animators' room where the cartoon magic normally happened. Straight down the hall and past the animators' room, past the bathroom and the small break room where the coffee magic normally happened. Take the left turn at the very end of the hall. There would be a series of doors in this new hallway. Enter the first door on the right.

And that was Walter did. He entered the first door on the right and threw the light switch into the 'on' position. The lights spluttered on for a few brief seconds and then with pathetic popping noises, went out, leaving the room shrouded in darkness again. But it had been enough to get a clear picture. There really wasn't anything remarkable about the room on the other side of the door. It was empty with several inches of dust blanketing the floor. The windows were smeared with ages of dirt. No one had been in to tidy in a long time.

There had never been a reason to come in and tidy up. Because no one used this room. This empty, dusty, abandoned room. There wasn't anything remarkable about it.

Except for one thing.

In another universe, this was Walter's office.

_This is my office... It's right here._

He heard footsteps coming towards him. So he went all the way inside and close the door, locked it. He leaned against it.

_My office is here. It's right where I left it. It's just not as I left it._

He felt his legs starting to tremble.

_My studio is right where I left it. _

_I've gone down some rabbit hole into a crazy reality where Los Angeles has all the same street names but none of them are in the right spots and half-incompetent weasels are the core of the police force, but you know something? My studio is right where it's supposed to be!_

Walter started breathing odd. One second, he couldn't take a deep enough breath and felt short on air. The next second he felt like he was trying to drown himself in oxygen. Too much air or not enough of it. He couldn't find the balance in between.

_I'm going to pass out._ He thought with a giggle. It was a funny thought. It was very funny and he didn't know why. He wished he knew why. Because then he could answer the question of why he had started laughing all of a sudden.

Oh god, it hurt to laugh.

It hurt to breathe.

Clutching his chest and still laughing like a madman, Walter slid the floor, down into the layer of dust at his feet. It got on his suit, but wasn't his suit already pretty dirty? Some more dust wasn't going to matter.

Until it got into his lungs.

He inhaled a mouthful of dust and coughed and that just made him laugh some more because it sounded so funny. It was a vicious cycle of laughing and coughing and he couldn't stop. His chest was in a ridiculous amount of pain and his throat hurt just as much.

Poor, poor Oswald. Mintz had better be treating the rabbit okay or **else**. At least Oswald wouldn't have to see his creator half-choking himself in an empty, dusty room over-- What? Over what?

He wished he knew why he was laughing.

Perhaps he was cracking. Cracking straight down the middle. It would make sense. So many things had happened to him. And in such a short amount of time too. It would take a stronger man than him to handle all this without a sound.

But he also didn't know another person who had gone to another universe. He was the only person he knew who had gotten taken to another reality entirely. And then he had been arrested by a pack of literal weasels who were as incompetent as they were bad-smelling. He had been arrested for breaking a law he hadn't known even existed.

And then he had been taken to see a woman whose manners hadn't been near as cultured as her upbringing. She had put him in a dungeon.

He had seen the inside of an actual dungeon!

It made him giggle and cough some more. His chest felt clogged and heavy, like it was a balloon stuffed full of cotton. Breathing was getting harder.

Then he had tried to escape with three little girls. But it had failed when Maleficent the Executioner had come to check on the prisoner. She had threatened little girls and crushed innocent childhoods and Walter had done his very best to make sure that they realized that not all was lost.

He didn't know if he had succeeded.

Had he even made a difference?

Escape attempt number two had been assisted by a teensy little fairy. Escape attempt number two had half-failed when Walter was sure that he had died.

Ask him about it in twenty years time and Walter will still be certain that for just a moment, he had died. He was certain that he had been close to walking through those pearly gates. The things he had seen in just that minute alternately made him sad and filled him with great joy. A grand castle that towered over an idyllic American main street. A street that swarmed with people, all laughing and talking and even singing as they wended their way through that happy place.

_Lillian holding a baby!_

That was what made him sad. Would it be real? Any one of it? That castle and those people and that street… Would any of that be real? Would he and his wife finally see at least one pregnancy through to the very end? Would there actually be a child in their lives?

They had been trying for so long, but it seemed that every time the pregnancy was discovered, it would be taken away from them in a heartbeat. Like the world was just conspiring against their happiness.

Now Walter had been taken away from his wife.

Everything that he had seen... Had it been the future? An image of what could be? What would happen if he just kept moving forward?

What was there to keep moving forward to now? He had been taken away from everything he knew and loved and for what? So the universe could mess with his head for a little while? What was it going to gain by keeping him in this bizarre world where the only thing that was in its rightful place was his studio?

The fairy must have died too.

But he didn't know how **he** had escaped. Just that he had. His wounds were gone; there wasn't a scratch on him. He knew that much. He knew that this wasn't his world. He didn't belong here. And it was obvious. But he was here to stay.

And he would be sheltered by a mouse. He would be sheltered by a walking, talking mouse and his inner child was still cringing at the thought.

At least he knew why he was crying.

He was never going to go home again.

* * *

Walter didn't know how long he lay on the floor of his would-be office. It could have been hours. It could have been mere minutes. All he knew was that at some point, he had finally stopped laughing and crying and choking and coughing. Now he was laying on the floor, feeling like all the energy had left him.

He might have fallen asleep there too; if it wasn't for the fact that his nose was perking up at the scent of baked beans and hot dogs cooking together. Despite the complete lack of an appetite he had been feeling lately, his stomach (which hadn't had anything solid in it for at least a full day) growled.

He glanced down at it. It growled again.

"Oh, shut up." he told it, but it didn't listen. After a certain point without food, all the stomach would do was take on a mind of its own and demand food until it was sated.

He also wanted a cigarette.

It occurred to Walter that he was probably going to have to give up the habit; if they didn't have cigarettes here. Part of him just cringed at the thought, but he sternly told himself that it might just be necessary so he had better pipe down and deal with it.

The growling stomach, on the other hand, was something he could do something about. You know, if it let him.

Walter felt oddly off balance when he started moving again, but it had passed by the time he was back on his feet and unlocked the door, opening it. The smell of baked beans and hot dogs smelled even more enticing on this side of the door. His stomach rumbled. Go, go! it seemed to be urging. Go get yourself some food!

(And a cigarette!)

"You are very lucky I don't punch myself." Walter said sternly to the mildly offending internal organ. "But keep it up like this and I might just."

He was beginning to think that his sanity was starting to crack, because normal people didn't talk to their stomachs and threaten to punch themselves. In his defense, though, he had just had something of a breakdown. He felt that he could make an exception.

Night had fully fallen around the studio (building! building! it was just a building!), as Walter saw when he got to a window. He noticed that many of the lights were off in the buildings or curtains fully covered them. The streetlights were doing a pathetic job of illumination. All in all, it looked a lot like the previous night before the weasels had found him. Slightly cleaner, yes, but it was much the same thing.

His stomach gave a louder rumble and he actually whimpered. It was getting to the point he just couldn't ignore the smell of the cooking food anymore. He wasn't sure how long he had been in the room, but obviously long enough for some form of dinner to get well underway.

And it smelled _delicious_.

His stomach about roared.

"Alright, alright. But you had better keep it down this time." Walter said, pointing threateningly at his midsection.

He followed the wonderful smell down the hall to a medium-sized room in the back of the studio (building!) that he didn't quite remember being there. Mind you, there had been a number of renovations and alterations since his studio had opened, so Walter couldn't exactly remember what had been there first. Ink and paint, he suspected, might have been the first function of this room back home.

But here it had been converted into a living space, with an amalgam of rugs on the floor so cold tile wouldn't become an issue. There was a squishy-looking couch and lamp perched on an end table. Across from the couch was an odd box-like structure that had a glass surface, several buttons in a neat row, and two antennae-things poking out of the top. Something Walter could safely say he had never seen before.

Up against the wall, there was a dining table. It had two chairs sitting next to it. One was stacked so high with old newspapers that the legs were starting to bow outwards. The other chair was empty, save for a pair of winter gloves. Adjacent to the dining area was the kitchen and on the stovetop was the source of the wonderful smells.

His stomach must have been heard all the way across the room, because Mickey (who was standing on a stool so he could actually reach the stove) jumped and dropped the spoon he was using to stir the beans.

"W-Walt! I didn't know you were standing there! Shoulda said something, pal!" Mickey said, trying not to show how startled he had been. He had nearly forgotten that the man was even in the building.

"I'm sorry about that." Walter said, holding up a hand. His midsection made more noises and he looked down at it with a sort of death glare. For something that had been looking unkindly upon half his meals lately, Mr. Stomach sure wanted those beanie-weenies.

"Heheh, this'll be ready in a minute." Mickey assured him, gesturing to the pot. He hopped off the stool and pushed it to another part of the kitchen.

"Um... Would you like some help?" Walter asked, watching the mouse clamber onto the counter to reach the cabinets.

"That's okay, I got it." Mickey shook his head. "Maybe-- Maybe you should wash your hands?" he added tentatively, looking Walter up and down with something akin to shock.

Walter actually looked at himself and was somewhat horrified to realize that he was smeared in dust. And some cobwebs. His suit looked terrible (but he didn't have a change of clothes). Grimacing, he beat the dust out of his clothes as best he could and went to wash his hands.

Mickey took a bowl out of the cabinet and then remembered to grab a second one because he had a guest. He put them on the counter and jumped off. Then he dashed back across the kitchen to turn off the flame underneath the beans and hot dogs while Walter dried his hands on a dishtowel. He even folded it neatly and put it back on the rack. No one could ever say that he wasn't a gentleman.

Pluto just watched all this like it was a mildly entertaining show before yawning and settling down for a nap. He had already eaten. Dogs weren't picky about what they ate.

They got the silverware out and Mickey being the host, of course, served his guest first and then himself. Then they sat down (not at the table; Mickey definitely hadn't gotten the chance to straighten up) on the couch to eat.

And that was when everything just sort of -- stopped.

It was one of those awkward moments that two strangers usually find themselves in. Just like a blind date and the two participants hadn't the faintest clue if they had anything in common.

It was painfully awkward.

It didn't help that Walter was eating like he had not eaten in days (not that far off, when one thought about it; which he didn't). The next spoonful went in before the previous one was really gone. He could not understand what was up with his stomach. Two days ago, it hadn't wanted much of anything that went in it and now it was all for the beans and hot dogs.

Mickey could barely take his eyes off the display. It was kind of like watching lions at the kill. Kind of disgusting but so intensely fascinating to watch that he just couldn't look away.

"Ah-- Is it okay?" Mickey inquired tentatively, feeling the need to just say something already!

Walter suddenly froze, remembering that little thing called manners and that he indeed had them. Just now aware of the fact that he had been trying to shovel food down his throat as fast as he could without choking, he took the spoon out of his mouth and chewed with a little more dignity.

"It's -- good." he replied.

"Good." Mickey said. His smile felt like it was getting stuck on his teeth. He turned his attention back to the bowl-full of food, feeling a bit uneasy. He wasn't sure if he should say anything else.

Walter was in much the same frame of mind. He too felt like he had to say something to the mouse, as he started off to the side and tried to read a magazine upside down. The small print and the fact he wasn't trying too hard made reading a little difficult to accomplish. But he was feeling less hysterical now. There **were** talking weasels in this world. Talking mice (and other animals, like ducks or dogs) probably weren't too much of a stretch.

"Why'd they put you in their dungeon?" Mickey asked suddenly, without preamble. But the words had just jumped out his mouth before he could stop them.

"Pardon?" Walter blinked at the left-field question. He had just noticed a rather large patch of dried blood on his sleeve and had been in the process of checking to make sure he wasn't still bleeding (the skin was wholly undamaged).

"Um-- They put you in their dungeon, right? So... Why?" Mickey wondered, hesitantly. "You had to have done -- something, right?"

"Oh, that." Walter smoothed his sleeve back down. "I was caught outside after curfew."

"And you're still alive?" Mickey asked incredulously. "Wait a sec! That's **it**?! That's all you got in trouble for?!"

"Alright. You're going to have to clear something up for me." Walter requested, frowning. "I'm aware that I was breaking the law and no offense meant, but everyone around here seems to be getting rather excited over the fact that I was out after curfew. Why is that?"

"Well..." Mickey scratched his head thoughtfully. "No one's supposed to be outside after curfew--"

"I know that, I know that." Walter interrupted, waving a hand. "But between you, the girls and-- What was her name-- Malefi--"

"Shh!" Putting aside any misgivings he still had, Mickey shushed the man quickly and slapped a gloved hand over his mouth to make absolutely sure he didn't finish the name. Walter gave him this utterly perplexed look. Mickey put his hand behind his back, feeling chagrined.

"Does everyone around here do that?" Walter wondered, thinking back to the three little girls who had refused to hear that name.

"Sorry, it's just no one likes hearing **her** name. It just sounds like a bad omen." Mickey explained, shrugging. The dark faery was the most dangerous of the group. "You know she can turn into a dragon, right?"

"So I've heard." Walter said, nodding. "So what happened that a curfew law was needed?"

"C'mon Walt, I'm not really the person you oughta be asking about this. I don't know too much about it!" Mickey said protestingly, waving his hands.

"But you're the only person here that I can ask." Walter pointed out. "With this curfew in place, I can't just walk across the street and ask another person what they know about the curfew law."

"Yeah..." Mickey grudgingly agreed to the fact that Walter just couldn't waltz across the street as he pleased. "And you're a wanted criminal."

"I'm a wanted criminal? When did that happen?" Walter asked, alarmed.

"Today. During lunch." Mickey told him. "The Doom Patrol -- the weasels. They really want ya found, pal."

So the weasels were looking for him now. The Triumvirate wanted him back. He was going to have to lay low for a while; maybe make plans to leave the city and hope that they wouldn't follow.

"About the curfew." he prompted.

"Walt, I wasn't in the city when it happened." Mickey protested. He also didn't want to talk about it, but it looked like he wasn't going to get much of a choice in the matter.

"Just tell me what you know." Walter said. "I'm very curious. And I think I should know if I'm going to be here for a while."

Mickey made a reluctant noise, but Walter had put a very important point down the table.

He sighed. "Well, Los Angeles was the first city to get the curfew. Mal-- er..."

"The girls I spoke to called her the dragon-lady." Walter interjected, seeing that the mouse was struggling a bit with the name. He wondered just how dangerous Maleficent was perceived as being if they thought her name alone sounded like a bad omen.

"Yeah, she actually suggested the curfew first." the mouse explained. "That was almost six years ago -- well, maybe it's almost seven now. But it was her idea. She said it's supposed to protect us."

"Protect you from what?" Walter asked.

"From terrorists." was the prompt answer.

"Terrorists?" There was a word that hadn't entered Walter's personal lexicon. But the deeper question in his voice went unnoticed. He didn't know what terrorists were.

"Yeah, see, before the curfew when the 'economic bubbles' burst, some new laws were passed. For rationing stuff like fuel and food stamps because it was more expensive. And -- I missed this next part -- but I heard a lot of people didn't think it was fair and -- they started rioting. I think." Mickey shrugged.

"So people thought the new laws were unfair and the civil protest went south and turned into a riot while you were out of the city. Does that sum it up?" Walter asked.

"Yeah, but it got really bad and the police couldn't do anything and then-- er, ya know--" Mickey made gestures that might have meant to be flapping wings. "The dragon-lady, she showed up and stopped all the riots. I got back just before the curfew was put up."

"How did she stop the rioting?" Walter asked.

Mickey just shrugged. Like he said; he hadn't been there for that part.

It was pretty vague information, Walter thought, even for someone who hadn't been there at the time. Anything that inspired great change, good or bad, was talked about so often that it was hard not to be well informed. Walter himself remembered hearing about the start of the Great War. It had taken a few days for information to trickle across the Atlantic, but within weeks, everyone seemed to know all that there was to know.

He wondered, if he could corner another person and ask them about this curfew, what they would say.

"What about the economy? Is your government doing anything about it?" Walter inquired. Fuel rationing and food stamps were clear signs that the economy wasn't doing too well.

"Why would they need to do anything about it?" Mickey wondered, obviously confused.

"Because it's not in good shape?" Walter suggested, feeling a little confused himself. He had been through a few recessions in his time. The government had been quick with the emergency measures to ensure that there wasn't a disaster lurking in the wings.

"I -- think it's fine. I mean, it's doing a lot better." Mickey said, though he sounded a smidge doubtful. "Okay, there's still some problems here and there, but everything's lookin' up!"

"What do the newspapers say? Or the radio?" Walter went on. This didn't sound right to him. "What do the news reports say?"

Again, Mickey just shrugged. "There's never been a lot. Newspaper, radio, or on the TV." he added, jerking a thumb towards the box in the corner.

"Tee -- vee?" Walter repeated, bewildered, looking at the box. "Never mind. News on this isn't being broadcast?"

The mouse shook his head and Walter knew that there was indeed something wrong with this picture. A nationwide problem was never spoken of in the newspapers or on the radio (or the 'tee vee'; whatever that was). He looked down at what was left of his beans and hot dogs (a little cold now) and said:

"Censorship."

"Huh?"

"It's censorship. That's what your government must be doing." Walter elaborated. "They're controlling the flow of information; restricting what the radios and newspapers are allowed to say. They did it a little of that in the Great War. I heard things in Europe that never made it back to the States. Your government -- could be hiding something."

"That-- That's ridiculous!" Mickey burst out in an angry tone. "They're not trying to hide anything! Everything's fine!"

"I don't think it is." Walter said, trying to be patient. "Listen, your government could just be telling people what they want to hear to cover up for something else! Have you considered that; given the lack of information to be had? Maybe they're just -- telling you what you want to hear!"

"They are **not** trying to cover up anything!" Mickey said stubbornly, crossing his arms. He wasn't about to believe it, though a little voice deep down seemed to think otherwise. He ignored it. "They've been honest with us from the start!"

"Honest? The Triumvirate certainly doesn't look like they've fallen on hard times! Go up to Hollywood Hills and see for yourself! The entire neighborhood is still well kept and clean! You should be able to see it from the rooftop!" Walter half-snapped, gesturing sharply towards the ceiling. "I've _seen_ this city! It looks terrible and everyone is afraid of the dark!"

Mickey didn't reply, but sat there on the couch like a boulder that simply couldn't be moved and fumed slightly. Everything was _fine_, he continued to tell himself. Everything was fine and Walter was just trying to find a problem where there wasn't one. It wasn't true. There were no problems.

But Walter _knew_ there was a real problem and no one was addressing it. No one seemed to know what it was. With leadership like Lady Tremaine's and Maleficent's, where half of everyone was scared of them, he could see why the problem wasn't getting fixed or even noticed. Out here, at least. Other places in the nation, maybe things were a bit better, run under different hands. But here in Los Angeles? No, it didn't look like anything would be different.

Only Mickey refused to see that and Walter couldn't find a way to convince him otherwise.

Walter was given the couch or the floor (his choice) to sleep on for the night and Mickey went off to bed in a huff.

* * *

-


	8. The True Black King

**A/N:** And... Maleficent is plotting something. Enter some more villains.

Reviews are most welcome.

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Eight: The True Black King

* * *

That night -- that very night before the moon rose, Maleficent left the house to attend to business. It was business that was best attended to after the sun had gone down. She was cloaked in the deepest shadows so that none could detect her passing. Her journey needed to be undertaken in the utmost secrecy until she had reached her destination.

Maleficent was calling in several favors. She had garnered them over the years and now it was time to cash in. She was owed a favor by none other than the King of Darkness himself, Chernabog. And it was time that He returned it in full.

The only problem was, Maleficent didn't know where to find Him. Chernabog had this horrible habit of simply vanishing the moment you had looked away, even for the barest of instants. Unfortunately for the dark faery, she was not on His contact list, as it were. "Don't contact me, I'll contact you" was the standard procedure. And any time He found you interesting enough, you still had to go to where He was.

Meaning Maleficent was going to have to go through different channels in order to reach Him.

That was something she thoroughly despised.

But she had spent all day hammering out a plan to find the Traveler (the cocoa had certainly tasted better by lunchtime; at least Drizella **could** learn). The Abyss only knew where he had gotten to now. He'd had nearly fourteen hours of daylight to move around, relatively invisible; even _leave_ the city if he moved fast enough. Hell, he had probably left the city already. The idiotic weasels had handed posters with his face on them to just about every person they had run across. The Traveler couldn't have been _that_ stupid; to hang around in a city that knew his face.

If the weasels hadn't found him all day, then they probably weren't going to find him at all.

Why Judge Doom had put those meatheads in charge of _anything_ was beyond Maleficent.

So she was taking full responsibility for finding the Traveler.

Her plan included the presence of one of the Great Beasts that had walked the lands in ancient times. She wanted to be granted control over a specific one. It was the best way to make sure that her plan succeeded.

But Chernabog had the only key to their prisons.

Hence her problem.

Fortunately, she had all night.

Walking a path that no mortal could find, Maleficent left behind the dim lights of the squalid city and ventured deep into the wilds outside the boundaries. She could almost sense the moment she had passed over the boundaries. The feeling of security that the city gave dropped away. The dark faery felt a ripple travel up her spine and across her shoulders; right where her wings would be in her dragon form. The wings practically itched to emerge; the deep primal nature of the dragon sensing danger lurking somewhere near.

She almost sympathized.

Almost.

She knew the dangers of the city very well and was capable of cowing the most fool-hardy person with just a glance. But out here, the law of the jungle took a stronger hold. Nature cared only for the survival of the fittest or the cleverest or the strongest. Out here, one had to prove that they were stronger than Nature.

Maleficent could destroy the trees in one blast of flame if she so desired.

But destruction was not her plan tonight and the trees had better count themselves lucky that she had more urgent matters occupying her attention.

She journeyed swiftly through the trees and the mountains east of the city, moving more northeast than true east. The woods alternately thinned and became denser. The trees repeatedly gave way to shrubbery and green-yellow grass before becoming a heavy amount of wood again. This repeated itself many times before she came to her first destination.

The San Andreas Fault line.

Running north and east of LA, the fault line itself was not immediately visible from the surface. The ground around it rose up like the floodwall of a reservoir. It could easily be mistaken for an extension of the mountains unless you knew exactly what you were looking for.

And naturally, Maleficent knew exactly what she was looking for.

She landed lightly on the top of the earthen barrier and looked down that the massive gouge that led into the depths of the Earth. It looked wickedly black and foreboding tonight. Maleficent held a hand out over the abyss and smiled in pleasure. Though few knew it, the San Andreas had opened over a source of strong dark magicks. It was a lovely, intoxicating rush to feel it. Like a hot bath that one could sink into and soak in for hours.

"I have business this night." Maleficent reminded herself, reluctantly pulling her hand back. "I will return later."

She raised her staff with a flourish that threw her cloak back, the silk rustling and began to chant a spell that she knew very well and had performed many times before. The yellow orb caught light that didn't exist and threw it back on its source. The light wavered before becoming taut like a line of string that had found its hook. When she was certain that it was secure, she lowered the staff and started down the path into the depths of the Below.

In the Below, there were many smaller worlds shrouded in darkness. They were inhabited by creatures that had not been properly seen in the world for many millennia. They were strange, malformed creatures that inspired crippling phobias, but they were perfectly suited for living in the bizarre terrain of Below. They lived in the darkness. They reveled in it. They loved nothing more than to strike fear in the hearts and minds of those who lived Above.

Below was the place of nightmares.

Not many knew how far down Below went. The deeper you got, the worse your nightmares would be and the less likely you were to come back out with your sanity in one undamaged piece. But Maleficent had been all the way to the bottom and back. She didn't worry about her sanity and the nightmarish things she saw down there didn't bother her in the slightest.

Some said that the dark faery was as insane as they came and that her nightmares consisted of sunshiny days and fluffy kittens. No one ever said that to her face, though.

They also said the dark faery had come from Below. Again, this was not something they dared say within her hearing. Just in case they were right.

Whatever the reason was, Maleficent passed the many levels of Below unmolested and walked through the final door to the bottom-most level to enter the most horrid little town imaginable. It was alive, but with those who were alive only in the strictest sense. Yes, the people here moved of their own accord. They walked, talked, ate, and slept at their leisure.

But like the other denizens of Below, they too were nightmares. They were the oldest nightmares; chaotic and constantly in a state of trying to conquer each other because it was fun. That was why these nightmares had endured the test of time all these years. They were like children. And so they were feared by the children. A child's fear was the most enduring.

Maleficent did not dally in the little town. She marched past the fountain that spat jets of green water into the air and out the creaking gates. It was a dry wasteland beyond, dotted with broken graveyards and overgrown pumpkin patches. She ignored them and marched on. As she left the noise of the town behind, new screams became apparent. Shrieks of agony and fear from the tormented.

"Oh, must he really do this?..." Maleficent groaned to herself.

But he just might be in a good enough mood to talk to her.

A gorge lay ahead with a rickety and undoubtedly unsafe bridge leading to a narrow landing. A thick twisting tree grew out of the wall of the gorge and perched in the thick branches a house. It was quite a wretched house. No self-respecting person would dare live in such a place. It seemed to be rotting right before her eyes. But it was also just right for the three who lived here.

The moldy curtains flicked when she looked at them.

She crossed the rickety bridge. It swayed and creaked with every step she took and there was the feeling that it was going to collapse at any second. It was a miracle it didn't, but she decided one thing. She was going to fly out of here. No question about it. She didn't trust the bridge to survive her return trip; she knew where her temper would be by the end of this meeting.

The second Maleficent set foot on the narrow landing, the door to the wretched house flew open and out came three-- Well, children would have been the best word, but she was hesitant to use it. The three wore masks and costumes; the latter of which came off so rarely that those were their normal apparel.

"A trespasser!" cried the only girl of the group. She was brandishing what looked like a squirt-gun but there was probably something nasty and flesh-eating inside.

"On our steps!" said the taller and skinnier of the two boys. He was holding a pitchfork, fittingly enough, as his costume was reminiscent of a fictional devil.

"Whaddya we do to trespassers?" the other, more rotund boy asked. His weapon might have been a couple of screwdrivers duct-taped to the end of a stick.

"We get rid of them!" the trio bellowed in one voice and lunged at Maleficent. She used her staff to trip them.

It was actually quite amusing to watch happen. The boy with the devil mask tripped first and the girl slammed into his back. They both went skidding across what remained of the landing and over the edge. Only the girl's quick hands grabbing the ledge saved them from a fall that surely would have injured them quite badly. The rotund boy missed Maleficent's staff, but he didn't stop his forward charge in time to avoid going over the side with his siblings. He grabbed the other boy's legs just in time.

"While you three are hanging there, we shall get something perfectly clear." the dark faery said, looming over them. "I do not indulge in children's games. Save your pranks for who appreciates them."

"But that's no one!" the girl protested, shaking her head. "No one likes us anymore!"

"Yeah! Not since Jack went missing!" the thin boy agreed.

"Oogie-Boogie won't talk to us!" the rotund boy added.

"That is certainly none of my concern." Maleficent said and truly it wasn't. She did cast about it her mind for where she might have heard the name 'Jack' before. Had she banished someone with that name already? It couldn't have been someone from Below. Hmm...

No matter. She turned on her heel and stepped off the landing, down the unstable stairs nearby. At the bottom near the base of the tree was another house, this one made of wood and metal and shaped like an hourglass. The screaming was louder down here, one long unbroken wail; likely because the tormented didn't need their lungs. Trying to ignore the intense dislike writhing in her gut, Maleficent opened the door and let herself inside.

Whoever said **she** had to knock?

The house was nothing interesting on the inside. Dusty and grimy with some bugs skittering around. Disgusting little vermin. Maleficent stomped on one that brushed by her heel. That would bring him running.

Predictably, the agonized shrieks died away and there was the heavy thumping of someone very large running up a flight of stairs. A door banged open off to her left, revealing for a moment glowing neon and black lights before it was blocked off by an enormous form.

"Oogie-Boogie." Maleficent said in greeting, nodding once.

While nothing more than burlap sacks sewn together and filled with bugs, Oogie-Boogie was the original bogeyman. The dark faery did her best to at least show a small amount of respect. But he was a lecherous, perverted and wholly disgusting creature who derived his pleasure from gambling with an individual's existence; staking their life on pure chance. In his presence, she tasted bile more often than not. Maleficent did not like people who tormented others just for the sake of tormenting them. It gained absolutely nothing, in her opinion.

"Well, well..." Oogie-Boogie grinned and looked Maleficent up and down (it made her feel violated). "Lookie, lookie who comes to **my** doorstep for once." He sidled up to her. "What are my odds of this happening again?"

"Nonexistent." Maleficent stated flatly.

"Harsh." Oogie-Boogie winced mockingly. He proffered a pair of bone dice between his fingers (hey look, he had given himself to fingers on the ends of his arms). "Care for a roll of the dice?"

"I do not have time for games." the dark faery said

"You never have time for games. Too busy, you." the burlap monster lamented. "Perhaps I could -- change your mind?"

Two thick fingers trotted up Maleficent's shoulder. Tasting that aforementioned bile, she hit him in the nose with her staff. Oogie-Boogie jerked back in surprise. A few of his bugs had been crushed and their gooey innards were dripping out. The nearby bugs swarmed over the 'injured' spot and quickly devoured the crushed insects, abating the leakage.

"I need information." the dark faery said. "And I am not leaving until I get it."

"That depends on the information you want, sweet-cheeks." Oogie-Boogie told her. He grinned some more. "And I could give it to you. For the right price. Go on. Make me an offer I can't refuse."

"Where is Chernabog?"

The effects of the words were immediate. The smile fell from Oogie-Boogie's face and his shoulders dropped. His entire demeanor changed. The overblown bravado vanished and was replaced by stark cowardice. He backed away from Maleficent several steps. Like any creature of the Below, he both respected and feared that name. No one sought out Chernabog without good reason.

Maleficent smirked.

"Looking for Him, huh?" Oogie-Boogie said in a would-be casual tone but the dark faery detected the hint of a tremor in his voice. "Why's that, eh?"

"My reasons are my own." Maleficent said evenly. "Tell me where I can find Chernabog. And next time, I'll send a note ahead before I interrupt your next -- torture session."

"Ooh, I like that deal! Maleficent the dark faery calls ahead!" Oogie-Boogie said, his eyes lighting up. "But I can't help you."

"Excuse me?" She was starting to wish she had brought Diablo with her. The raven would no doubt enjoy feasting on the bugs.

"He hasn't been seen in these parts in ages. Long time. Don't need him. I got what I wanted." Oogie-Boogie glanced over his shoulder towards the cellar door. On cue, a new scream spiraled up from the depths. Maleficent noticed that the bogeyman's shadow was absent. Still performing its master's duties while the master was away.

"Anyways, He's got more important things to do than waste his time on me." Oogie-Boogie said, making a throwaway gesture. "I'm just the shadow on the moon at night." he added in his spookiest voice. "Filling your dreams to the brim with fright."

"Charming. I see my coming here was wasted." Maleficent started to leave.

"Waitwaitwait!"

Oogie-Boogie quickly blocked her way out the door. Maleficent wondered if it would be too much trouble to destroy him right now.

"Don't leave just yet, sweet-cheeks." the burlap monster said. "There's a lot of fun going on downstairs."

He waggled his eyebrows enticingly and a made a few movements that looked rather obscene. Maleficent took it all with a cold glower. Then her hand darted forward into the burlap monster's eye, reaching past the myriad of creeping, crawling bugs to the one that really mattered. Oogie-Boogie's brain bug. His heart, his soul, his consciousness, his very existence. She grasped it in tight fingers and squeezed

"I have very little patience for you, Oogie-Boogie. I will not hesitate to destroy your pathetic, meaningless existence this very second." the dark faery hissed menacingly. "Tell me something useful or my face will be the last thing you ever see."

"Alright! Just let go! Let go!" Oogie-Boogie tried not to squirm too much. It was hard. "You gotta go lower! Go to the Underworld! Hades might know something! 'Bout where to find Him!"

"And why would Hades know something?" Maleficent inquired.

"C'mon! He hangs out with dead people all the time! He's gotta hear things other people don't!" Oogie-Boogie replied frantically. "And he's got better connections than I do!"

That was true. Oogie-Boogie left his house every other blue moon and he didn't accomplish much while he was out. It was a wonder that he was the bogeyman when all he did was stay in his cellar and throw the dice.

Hades' connections were much better.

Maleficent grimaced. Talk to the God of the Underworld. Get information from the God of the Underworld. It was the last thing she wanted to do, but she would have to do it.

By the Abyss, the things she did for her plans.

* * *

Hades, the Lord of the Underworld and Keeper of the Dead (and brother of Zeus, but he didn't talk about that pompous, two-timing, one-night-standing, mortal-whoring excuse for a god... Poor Hera) was actually having a pretty good day.

He knew he was having a good day because his meter said so (ten being the highest and zero being the lowest because some dead mathematicians kept insisting that negative numbers weren't real numbers). The meter had been lurking around nine -- nine and a half, tops -- ever since he had gotten up. Pain and Panic had actually been halfway competent today; the coffee didn't smell like ass and taste like piss; and Cerberus had been behaving himself for the first time in ages -- hadn't tried to play fetch with any of the dead souls or chew on Charon (Hades had gotten complaints about that before). Maybe those obedience classes were finally having an effect.

On top of that, Hades had managed to meet his monthly quota of souls and had even put a good-sized dent in next month's quota. He had also rounded up a few lost, wailing spirits on the other side of dead and dumped in the Underworld where they belonged.

Even better, Persephone had been mildly cheerful this morning and had been the first to greet the Fates upon their arrival. And none of the Olympus gods (or those stuck-up demigods who thought they were the true blue bloods of the immortal world; bastard children of Zeus were all they were) had poked their noses into his business. Hades' good mood couldn't even be soured by Maleficent's arrival.

As a matter of fact, it had been made even **better** by Maleficent's arrival.

Now if he could just stop laughing long enough to ask her what kind of information she wanted.

Maleficent bore it patiently. Hades would laugh himself out shortly and they could get to business. The novelty would stick around for a while, but the laughing would stop soon.

She hoped.

The laughter carried on.

"Hades..." Maleficent said through gritted teeth.

"Wait, wait!" the Lord of the Underworld held up his hands, still wracked with strong chuckles of mirth. "Wait, let me get my head around this! **You**," Hades pointed two fingers at Maleficent. "Are coming to **me** -- for information. Right?"

"...Yes."

"HA! Hahah!" The blue flames that were Hades' hair spread down his shoulders with his delight. "Oh! This is too good! Mally -- Babe -- Yer killin' me!"

"Do not call me 'babe'." Maleficent requested in a monotone.

"I'm sorry -- No, I'm not. This is -- This is a priceless moment. I can't put a tag on this one." Hades said, waving his hands. "Really, I gotta mark my calendar. This has never happened before. Unprecedented. I'll crack open the champagne. You like champagne? PAIN! PANIC!" he bellowed.

"Hades!" Maleficent snarled, losing her patience. She would have said more, but there were crashing noises from the corridor and a skinny blue imp came rushing into the chamber with a metal gauntlet swinging around on one of its horns.

"Yes, Your Rotten-ness sir?" The imp's hand smashed into its forehead as it saluted.

"I feel like celebrating." Hades commented idly. "Get two glasses of the good stuff for me and Mally-poo here." He threw an arm around the dark faery's shoulders. Had he been mortal, he would have been dead from a lightning bolt to the heart half a second earlier. As it was, Maleficent just grit her teeth and didn't hide her disgust for the situation.

"Right away, sir!" The imp scurried off.

"Now, Maleficent," Hades glided away, putting his fingers together. "Exactly what kind of information are you looking for?"

"Chernabog's whereabouts." Maleficent said. No point in beating around the bush.

"Oooh, that's a tall order." Hades said with a theatrical cringe. "Don't think I'm gonna be able to fill that one. He's a hard guy to find. You should talk to the Oogie-Boogie Bugle Boy."

"I've already spoken with him. He told me to speak with you." Maleficent said.

"You threatened his brain-bug." Hades said knowingly. "I love a girl who knows how to threaten." he added salaciously.

Maleficent felt her stomach turn over. There was a serious problem with being a faery, even a dark one. She was attractive by mortal standards (but by immortal standards, she was just 'okay') and every evil male who was even halfway mortal (or sometimes pretended that they were) acted as though they were starved for a little attention. She was pretty sure that they thought that by coming on to her, they could get on her good side.

If she **had** a good side, it wasn't a bad plan. But she didn't have a good side and preferred to keep these relationships strictly professional.

And Hades had a wife.

The blue imp came scurrying back with two champagne flutes and a large green bottle with a skull-and-crossbones motif. The imp handed everything to the dark god. The two champagne flutes floated in the air.

"But enough about me, what about you?" Hades asked casually, uncorking the bottle and pouring the liquid into the nearest glass. It was violently purple and noxious-looking. "Why are you trying to find the Big Cheesehead?"

He gave the champagne flute a gentle push and it slid over to Maleficent as easily as a puck on an air hockey table. She didn't touch it. She suspected that she wasn't dead enough to drink it safely.

"He has the keys to the Great Beasts' prisons." the dark faery said.

Hades calmly poured himself a drink. "You're ambitious tonight, Mally." he commented.

"Resorting to more extreme measures, I admit, but there are problems that need to be resolved and done so quickly." Maleficent explained. "The balance could very well shift over the next few days if certain steps are not taken to neutralize the threat."

"And you want to throw one of the Great Beasts at this upstart bastard who's come along to ruin your little plans." Hades deduced. "I'll let ya in on a little secret, Mal. Couple hundred thousand years ago, I asked the big guy for the key to the Titans' prison and He told me no. Me!" Hades jabbed a finger at his chest self-importantly. "And I'm the God of the Underworld! You-- You're just a-- a faery! What chance do **you** have?"

"You could argue that I'm protecting His interests."

Hades just laughed at that and knocked back his entire glass in one go.

"Don't think that argument is really gonna fly, dollface." the Lord of the Underworld said. He pointed to her untouched glass. "You gonna drink that?"

Maleficent gave the glass a flick with one fingernail and sent it back over to the dark god. Hades snatched it out of the air.

"What I'm sayin' is, Mr. Bog ain't gonna be helping you just because you've got a couple issues you can't handle by yourself." he went on. "The Titans? Hey, there was a planetary alignment that woulda done the trick -- 'cept for that meddling, overstuffed Hercules..." he grumbled. "I'd check your options again before you try to hit up the boss-man for help."

"I **have** checked my options. My plans cannot move any further until I find this 'upstart bastard'. He happens to be the crux of them." Maleficent said patiently. Or as patiently as she could with her temper starting to fray around the edges.

"I see. That's a problem." Hades leaned against a pillar that had grown right out of the floor and looked pensive for a moment. "So what's this about? Exactly."

"That's none of your concern." Maleficent said sharply.

"Hey, you came to me with your little problem. I think I deserve to know what's crawled up your butt and died." the dark god said insistently. "So -- What, is there some prophecy you're trying to fulfill or something? I hate prophecies. Worse than an airtight contract. Is that it? Is it a contract? Trying to keep your end of the bargain? Stacking the deck? It's stacking the deck, isn't it?" Hades leaned closer until he was reflected in the dark faery's pupils. "I can see it in your eyes. You're trying to stack the deck."

"Perhaps." Maleficent said mysteriously, tapping her fingernails on the yellow orb of her staff.

"Hah! Everyone tries to do that!" Hades laughed. "Tell ya what. Since you're all fired up about this, my advice. Go see some witches." He waved his hands in a 'shoo' motion.

Witches? She hated witches. Talentless hacks. They were the dregs of the magical world.

The thoughts must have shown on her face.

"Go on!" Hades instructed. "They gotta pay tribute to the man once a year. They could at least tell you where to start looking."

Maleficent ground her teeth unpleasantly. She didn't _need_ Chernabog. She could get along without one the Great Beasts. But she wanted to find the Traveler quickly, use him to destroy Judge Doom, then destroy the Traveler and get on with things. The task of finding the Traveler would be just that much more difficult without the aid of the Great Beast she had in mind.

In that vein of thought, Hades was fairly right about the witches. The witches answered to Chernabog. They would know where to find him, surely.

Maleficent had been shelving bits of her pride all night. It looked like there was still a bit more to put on the shelf before this night was over.

* * *

In some points of the world, the clocks struck midnight. The sensible people were in bed and asleep, but on the British moors in a well-lit cottage, five witches were indulging in their weekly ritual of a spot of tea and socialization. They typically complained about what was or wasn't happening in their lives and ate obscene amounts of sugar.

"Mim! Are you going to be teasing us with that cake all night or are you going to cut it up already?"

The host this week was none other than the mad Madame Mim (who had gone to some lengths of earn that title) of Britain. Three of her guests were the Marsh Witches from Wales, Orrdu, Orwen and Orgoch. They were being a bit pushy. They wanted their cake.

Witches had strong sweet tooths and they were proud of that.

"Now, now ladies," Madame Mim made placating gestures. "Everyone is going to get a slice of cake, so just hold your brooms and stop shoving those plates around! That's fine china!"

"How did you get your hands on fine china?" Orrdu wondered, examining the plate with a critical eye. "I didn't think witchery paid this kind of money."

"Oho, it doesn't! That's auction merchandise you're holding, ladies!" Madame Mim said, proud of herself. "I put the winning bid on the king's dishware! Poor little Arthur isn't going to need fine plates where he is!"

Four of the witches broke into their trademarked cackles. Madame Mim kept a steady enough hand to cut the chocolate cake into six pieces and distribute five of the slices. Orrdu, Orwen and Orgoch dug into their slices happily, but the fifth guest didn't touch hers. As a matter of fact, she didn't take her head off her arms, where it had been since she had sat down at the table.

"Magica, don't you want your cake?" Madame Mim trilled. "It's not going to get eaten like this, you know."

The fifth and final guest was the odd duck out; quite literally in some respects as she was indeed, a duck. Magica de Spell; her name. But there was not a twitch of life from her.

"Are you sure you don't want it?" Madame Mim wondered. "It's awfully tasty."

"I'll take it." Orgoch volunteered. "I always take it." she added grumpily. "The rest of you too lazy to even eat one slice..."

"Oh, do shut up, Orgoch." Madame Mim snapped. "We're not hear to listen to you complain about how no one respects you for--"

"They do not respect me!" Magica burst out suddenly, slamming a fist on the table. Her mascara had run, leaving two thick, black streaks down her yellow beak.

"Magica, I don't think we were really discussing that--" Orrdu started.

"They are fools!" Magica shouted angrily. She sounded like she had been boiling to say this for a while now. "I am like insect to them! They swat me avay! No respect for magic! No respect for effort needed to cast spells! They laugh at me because Shadow does not listen!"

She jabbed a finger across the room where her own shadow was stealing cookies from the tin. A few weeks ago when she had been in Mexico (for some reason none of them had listened to), Magica had performed a spell to detach her shadow from herself and give it enough life of its own so it could perform the acts of thievery and other deeds that were considered beneath most witches. But she hadn't been able to reattach it. It had been a bit of a sore point for her ever since.

"Give me cake!" The duck seized the plate of cake. Bypassing the fork completely, she ate with abandon.

"Chocolate therapy. Works every time." Orwen said, nodding sagely.

Orrdu, Orgoch and Madame Mim had slightly less than optimistic opinions of their fifth comrade. Though living on the slopes of Mt. Vesuvius, cloaked in black (as was most witches' preference) and fairly feared by most, Magica seemed to have fallen on what passed for hard times among the witchcraft community.

She had lost faith in herself.

A witch's magic thrived best when they had the fear and/or respect from the local community. It gave them a reason to keep casting magic and upholding their title as a witch. But when the community decided that they no longer qualified as a threat and ignored them instead, the witch would sometimes develop a mental block and the magic didn't come without a struggle.

Magica acted like she was always recovering from a hangover; complaining of headaches and stomachaches and other sorts of aches. Indeed, her spells had considerably less power behind them these days.

"I have become-- How do you say?... Comic relief!" Magica grumbled. "Because Shadow insists on doing own thing--" She slapped the hand of the shadow when it reached for the cake. "Get your own!"

The shadow retreated sulkily.

"See! I have no control over it!" the duck said. "I am laughing stock!"

She broke down into sobs with her head in her hands. The stress of not being feared or respected to any great degree anymore was getting to her. Orgoch patted her on the back and snitched the rest of the cake from her when the duck wasn't looking. Seeing this, the shadow put its hands on its hips in an annoyed gesture.

"Hmph! I know that feeling!" Madame Mim agreed, crossing her arms. "The Mad Madame Mim can't even get the great and powerful Merlin to look her in the eye anymore! Like **I'm** responsible for happened to that precious wart of his!"

"You **are** responsible." Orwen pointed out.

"That's not the point! He doesn't even try to argue about it anymore!" Madame Mim complained, throwing her hands so wide she knocked her tea cup over. "Visiting him has lost all its fun! He just sits there! Insults slide right off him! It's like speaking to a brick wall! Only a brick wall has more expressions! He might as well be dead!"

"Don't we know it!" Orrdu sang with this irritated look on her face. "Have you ever tried to have a conversation with a cauldron? Especially one that spits out undead skeletons all day? That's about all we have to talk to! Not like the Horned King ever pops in for a social call! He just wants to know when he'll have his army! Well, his precious Black Cauldron can only convert the dead so fast, but does he understand **that**?! No! I'm this close to throwing myself in that oversized pot and ending this whole thing!"

"And what about those idiots who wander into our marsh? The ones we turn into frogs? They're never grateful." Orgoch complained. "Being a frog is so much better, but they just moan and whine about going home. Would they rather be undead skeletons instead? They're so much better off as frogs."

"And tastier too!" Orwen added brightly.

"I know what we oughta do." Orrdu said, looking like she had just stumbled across a brilliant idea. "I know just the thing! It's brilliant! It's a brilliant idea! You'll all love it!"

"Well, go on! Spit it out and don't keep the rest of us in suspense." Madame Mim said, frowning. ""Some of us haven't found a decent mind-reading spell yet."

"I know a good one." Orwen said.

"We," Orrdu pointed mostly at herself. "Should form a support group for disrespected witches like ourselves."

Some cricket in the corner of the cottage chirped softly as the four other witches stared at Orrdu as if to say 'are you for real?' Evidently they decided that she wasn't for real and burst out laughing. Even Magica found the idea a ludicrous one and cackled uproariously.

"I'm being serious!" Orrdu shouted over the laughing.

"And what would we call ourselves, dear?" Madame Mim asked.

"The Underappreciated Witches Anonymous." Orrdu announced with pride. She was actually quite pleased with her creative thinking.

Orwen giggled.

"UWA?" Orgoch scoffed. She puckered her lips and made a lowing noise like a constipated cow. "That sounds perfectly ridiculous. No one will ever take us seriously and that completely defeats the purpose of forming such a group in the first place!"

"I knew **you** wouldn't like it, but I think it's a great idea." Orrdu said defensively. "No one takes us witches seriously anymore. They think we've gotten ridiculous!"

"You're ridiculous." Orgoch spat.

"It's all the evil sorcerers and wizards." Orwen said calmly. "They keep getting flashier and flashier. No one has respect for the subtle dealings of magic anymore. That's where it truly lies."

Misty light coiled in her hands, illuminating the sharp-toothed smile she gave everyone.

"Exactly." Magica nodded righteously. "Ve must remind them vhy ve vitches are most dangerous."

"I agree. A support group isn't one of Orrdu's better ideas, but she has got a point. Something has to be done!" Madame Mim said. She picked up her tea cup and looked at the door. "Now Maleficent, are you going to be lurking on my front step all night or are you going to come in?"

If the dark faery was at all surprised that Madame Mim knew she had been standing on the front step, she didn't show it. But that was Maleficent for you. She didn't let anything ruffle her. So she opened the door.

"Why thank you," she said. "For so graciously allowing me entrance to your--" She paused and looked around. "Home..."

'Hovel' would have been the better word, but Maleficent didn't voice that.

"Oh tosh, I know this old place is a fixer-upper." Madame Mim said, waving a hand dismissively. "We're not formal around here. You don't need to be so polite with us."

"Especially when we **know** that you're choking on your pride." Orrdu said with a smile.

"So what kind of favor do you want to ask us?" Madame Mim asked with a sort of gritty politeness.

"Why -- What makes you think I've come to ask a favor?" Maleficent asked, playing dumb.

"This is my home, dear. It's not much, but I know when I have uninvited guests. And I have a keen eye." the mad witch said, tugging the skin down beneath one of her slightly yellow eyes. "You're being polite when you would normally threaten to blast us into orbit just for existing."

The three Marsh Witches nodded in agreement.

"And you haven't used the words 'talentless hacks' once so far." Madame Mim added. "You're being polite to curry favor."

The Marsh Witches nodded again.

Maleficent was more than a little put off by the astuteness. Had she really gotten so easy to read? Was she so obvious that even the lowliest of magic-users could smell her plots from a mile away?

"You needn't worry about anything. Your secret is safe with us." Orrdu said, laughing. She stopped quite abruptly and stared hard at the dark faery. "What is it you said you were looking for?"

Maleficent started to reply, but felt something tugging on her sleeve. She looked down to where Magica's wayward shadow was examining the fabric. The dark faery frowned and smacked the shadow away with her staff.

"I have a small matter in which your assistance would be most appreciated." she said. "I'm looking for Lord Chernabog."

Unlike with Hades and Oogie-Boogie who had reacted with indifference and fear, respectively, the witches' reactions were far more reverent. All three of the Marsh Witches sighed adoringly.

"I just love hearing His name." Orrdu said, batting her eyelashes.

"I just love looking at Him!" Orwen cried rapturously.

"Smells like too much brimstone." Orgoch mumbled.

"He's a god." Orrdu went on.

"The true king of Darkness!" Orwen hailed, throwing her hands on the air.

"Really lays it on thick." Orgoch grumbled.

The unsettling feeling that Maleficent had been experiencing ever since she had left the Underworld increased tenfold. She was unsuccessful in keeping the disgusted expression off her face, not that any of the witches really noticed. The Marsh Witches were too busy cooing over the Lord of Darkness (in their own manner). Magica had traded her tears for a rather damp look of adoration while Madame Mim seemed blissfully happy.

She had no idea that the respect for Chernabog that any witch had bordered on an obsessive lust. And she certainly hadn't wanted to know.

It was quite a scary thing to learn.

"I don't want to know." the dark faery said, putting her face in one hand. "Just tell me where I'm most likely to find Him."

"Bald Mountain." Madame Mim replied. "He usually holds court on the peak of Bald Mountain."

"But that's only once a year. On All Hallows Eve." Orrdu warned. "After that, it's next to impossible to get a hold of Him."

"And you're not a witch." Orwen said. "He might not bother with you."

"But you might get lucky. You never know." Madame Mim told her. "He's quite fickle at times. Why, look at poor Magica. Botched a series of small spells, failed to subdue some idiots and now she's lost all respect. People think she's a talentless hack."

Maleficent looked at the down-on-her-luck duck and (very sarcastically) couldn't possibly imagine why.

"That's all I needed to know. Thank you for your assistance." the dark faery said. She turned sharply on her heel and left the cottage, walking back into the dark night.

"Put in a good word for us, won't you dear?" Madame Mim called after her.

Maleficent disappeared without a word and the mad witch turned back to her comrades with a yellowing, uneven smile.

"She'll fail." she said.

"Oh, of course she will." Orwen agreed, reaching for her tea with a wicked sort of smile. "Have you ever known Chernabog to like faeries?"

* * *

-


	9. The Partners

**A/N:** I think I tapped into something on this chapter.

Reviews are most welcome.

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Nine: The Partners

* * *

The ceiling was made up of plain white tiles. They were all the same size and lined up in neat little rows and files. They were mostly unmarked and many had little dust-bats hanging from them. There were an even two hundred tiles making up the ceiling with fifty or so half-tiles along the walls. Each tile had an average of five little dust-bats hanging from them. There was a total of one hundred and fifty-three weird, brownish spots scattered around the ceiling.

How did Mickey come to so intimately know his bedroom ceiling?

Simple. He had been staring at it all night.

Doubt had settled into his mind and it was showing no signs of moving out any time soon. It had unpacked its suitcases, kicked off its shoes and was airing its dirty laundry, leaving Mickey standing in the middle of a metaphorical teeter-totter.

Oh, he had gone to bed the previous night in a righteous little huff of sorts, convinced that Walter was just making things up to get his goat. Convinced that everything was okay, the government was doing its very best and it was absolutely **NOT** hiding anything. And he was going to go to sleep with a clear conscience and get to the pleasant dreams that were waiting for him.

Two hours after he would have normally fallen asleep, he decided that _maybe_ there was something on his mind after all.

That was what doubt did. It brought out all the little fears and anxieties that one did their best to surpress in order to live a life that was mostly free of persistent worries. Repressing them usually worked only half the time, but that didn't stop people from trying and Mickey was no different in that regard. It was just that it was a method that tended to stop working once someone decided to let those little fears and anxieties out of the box.

That was why Mickey had been staring at his bedroom ceiling all night.

He wondered if Walter just wasn't right about a few things. Just a _few_ things. He couldn't be right about **everything**. Just a few of the things he had mentioned. Like the city.

Okay, it was a little grungy-looking. He would admit that much, since he was out of the streets in every kind of weather and a lot of the same thing every day. But a dash of paint and a little elbow grease and the place might not look too bad.

And no one was afraid of the dark around here. The curfew kept everyone indoors after sundown, like it was supposed to. That was what a curfew did. It was there to protect them; keep the citizens safe from harm.

Plus, the government couldn't possibly be trying to cover anything up. It was hard work, running an entire nation and keeping people content with the way things were. No one could expect them to be perfect. That was just ridiculous expectations that no one could meet.

Mickey had spent the entire night telling himself just that. He had spent the entire night failing to convince himself that everything was a-okay. He couldn't shake the feeling that maybe -- just maybe... Walter was right. What if he was?

What would happen, Mickey wondered, if everyone (or just one person!) took a closer look at the way things were? Would they find that everything was **not** right, after all? That there **was** something wrong?

Mickey looked to his left, where his alarm clock sat peacefully beneath the lamp on the nightstand. Its hands and its numbers glowed in the dark, making it easy to see what time it was.

After a long night filled with attempts to fall asleep (only to give up and start counting his ceiling tiles instead of sheep), the mouse had come to seriously hate his clock. Its ticking was too loud, the hands and numbers glowed too brightly and all his shoes were in the other room.

No wonder his brother Mark had always thrown shoes at the alarm clock back home. The things were extremely annoying even when they weren't scaring you out of bed.

Glancing at the clock now, Mickey was inordinately relieved to see that it was almost time for curfew to end. The exact time shifted a little from day to day, but the intervals weren't more than a minute apart and capable of being predicted within thirty seconds, give or take.

A hundred yards away, the curfew siren blared, officially bringing an end to the night. At about the same time, Mickey heard a loud scream of surprise issue from the other room and he winced. The siren might have not bothered him anymore, but it had certainly scared the sleep right out of Walter. There was a couple of successive thuds (Walter must have fallen off the couch; it wasn't very wide) and then Pluto barked.

Some indistinct noises followed and then there were shuffling footsteps in the direction of the back door. Mickey heard it open; Pluto was outside. The footsteps then shuffled down the hall and a door swung shut. A moment later, a toilet was flushed and shortly after that, the shuffling footsteps went back towards to the door and then Pluto was back inside. Then he heard the overworked springs of the couch bounce as the weight of a body returned.

Mickey didn't move. Still laying on his back and staring at the ceiling with wide eyes that he bet were bloodshot. He waited. He waited until the sun had actually appeared in the sky and he was sure that Walter wasn't going to be disturbed by the mouse tiptoeing around him and that Pluto had lain back down. Then Mickey got up.

He was completely out of anything for breakfast. The bread had been used up yesterday, the cereal was stale and obviously the milk had gone off. He hadn't had any eggs in over a month and bacon was a rather expensive thing to buy.

There was nothing for breakfast. Unless he picked something up, he could forget about trying to feed _just_ himself. Walter would be hungry too and he probably had a bigger appetite; having to fuel that larger body.

Mickey pondered over this a moment. It was something of a major dilemma, since everyone needed to eat and last night, Walter had eaten like he hadn't in days. And semi-rude, semi-permanent houseguest or not, he wasn't going to just let Walter starve. That would just be rude of the mouse.

Ah, there was an immediate solution! Mickey reached under his bed, finding the tin where he normally stashed the spare change he found or whatever he made from recycling the bottles. He hadn't done much more than look at the contents lately, so when he counted it now, he was pleasantly surprised to find that there was more than enough to purchase two meals from the diner up the street.

_That'll do._

Fully dressed, Mickey went over to his door, opened it and stuck his head out into the hallway. He heard Walter breathing regular breaths and Pluto's tail thumping intermittently on the floor in whatever dream he was having. The mutt always fell asleep fast. Mickey figured he could get out of here without either the man or the mutt noticing his departure. For some reason, he didn't really want to talk to anyone right now.

The mouse got his shoes on and tiptoed over to the front door. He eased it open and there was just enough room, he slipped outside with little sound. It was almost a relief to outdoors. He took his customary deep breath of morning air and felt a little more relaxed.

The air definitely smelled a bit fresher this morning, as long as you weren't actively seeking out the faintly sour smell that still lingered. He wasn't going to let that smell get into his nose again. He'd had a hard enough time getting it **out** yesterday.

Squaring his shoulders, Mickey marched up along the sidewalk, looking around. He was determined to find _something_ that would prove Walter wrong. About everything that he had said.

He couldn't possibly be right about any of it.

But doubt had been awake all night and it was currently making itself breakfast.

As Mickey walked down the sidewalk, he noticed a few things that he hadn't before.

The first thing he noticed were the large black trash bags that fairly lined the curb all the way up the street. The ten gallon kind of black trash bags; the kind that you could probably shove an entire chair into once you took it apart. And most of them -- Well, most of them looked like they had been sitting there for a while. They had the kind of flat, settled appearance of something that had been in one spot for some time.

And the sheer amount of loose trash that was scuttling across the pavement via the wind! Old posters notifying travelers of the curfew; new posters notifying people of a change in the curfew; old soda cans and used napkins... Was that a couch cushion?

It made Mickey's hands twitch in his pockets. He almost wished he had brought his broom with him. He was paid to keep the streets clean and tidy, but it occurred to him that he was failing miserably in his own job. Or at least someone was failing miserably. He didn't come up this way very often. Wasn't someone else responsible for this section of town?

Or **was** it his responsibility?

The rubbish did nothing to hide the other problems he saw. In fact, it just made those problems more obvious. Like the buildings around him and the condition they were in. He noticed that so many of them seemed to be in a permanent state of disrepair. It was deplorable, what he saw. There were fractures in the foundations, the paint was chipped and peeling (a dash of paint indeed!) broken steps and rusting railings, cracks in the windows...

And the curtains. They were closed. All of them. Everywhere he looked, there wasn't one curtain open more than an inch. There was morning sunlight and fresh air; anyone would have thrown their windows open to enjoy it!

But the curtains were closed and the windows were shut tight. It was like the people were trying to cut themselves off from the world; hiding behind the slim protection offered by their locked doors and thick curtains.

There weren't even any flowers in the windows.

Mickey liked flowers. He liked smelling the scent perfume they released into the air.

It would have been nice to have something to put into the air. It was too still and silent. It was almost disturbing that no one was out at this hour. Sure curfew had been over long enough by now that everyone should have started emerging from their homes, but there was not a soul in sight. It was quiet. Too quiet.

It wasn't peaceful.

It was tense. Expectant. And not in a good way.

Mickey shuddered and found himself picking up the pace a little. He didn't like it; this tense silence on the streets. It was nerve-wracking and so thick-- How on earth had he never noticed it before?!

He wished he had brought Pluto with him.

It took a great deal of willpower for Mickey to hold his steady (if quick) pace and not to go sprinting down the street as fast as he could. It didn't stop him from hunching his shoulders, glancing around furtively.

Was there someone following him?

Silly, why would someone want to follow him? Not like he did anything particularly interesting throughout the day. Unless they were strange and **wanted** to see how much garbage he swept during the course of the day.

But what it there was someone following him?

Paranoia pricked at the back of his neck and his shoulders hunched so far Mickey thought his neck would sink into his chest. The paranoia continued, like someone was plucking individual hairs. He wanted to look behind him, but he didn't. If he did, then what would he see? Would he see the thing that would confirm his suspicions or would there be nothing there?

Was this how his youngest brother felt all the time? Like someone was constantly breathing down the back of his neck but when he looked, no one was there? Like a madman was going snatch him off the street and use him in a hideously twisted experiment or that the government was going to arrest him for knowing more than he should? Like he was being watched all the time.

There was **no one** watching him or following him or doing things that would have constituted as stalking him.

At least that was what Mickey told himself. He just couldn't explain the strong relief he felt when he finally saw the diner come up on the corner. He knew it was already open. There were some institutions where the employees were given special clearance to be outdoors while curfew was in effect, when a late-night shift might be required in order for things to run smoothly. Most diners were such places (assuming they hadn't been driven under by the economy or the Doom Patrol suddenly decided that they didn't like the service they were getting). The cooks were allowed to come in two hours early before curfew to get things started and allowed to stay two hours late to clean up. The table-waiters had an hour's leeway for the same thing.

This particular diner, the Laughing Cow, had been around since before the curfew had been installed and it had been a fairly popular place. It was also frequented by some of the more civil members of the Doom Patrol. They were only considered civil because they were often coming off a long night and lacked the energy to be more -- rambunctious.

But it was likely the continued patronage of the Doom Patrol that kept this place from sinking like other establishments.

Indeed, through the plate-glass windows Mickey saw a worn-looking group of three weasels at a booth in the corner, hung over their coffee cups with matted fur and almost listless gestures as one beckoned for more coffee.

_I haven't done anything wrong._ Mickey told himself firmly, opening the door of the diner. _The weasels are just here for the same reason I am. They want breakfast. They want coffee. They're not going to take anyone in._

The bell dinged overhead as he entered. It didn't even bother the patrons. One of the weasels looked up wearily, but ultimately found the crossword puzzle much more interesting than the mouse. The crocodile and the large hippo in the opposite corner didn't look up. The hippo just twitched its ear. Truckers, the pair of them; by the looks of things. Used to these sorts of things, no doubt, and they probably wouldn't hesitate to knock some weasely heads together if they thought the Doom Patrol was getting too big for their britches.

Nice sentiments, but the Doom Patrol was already too far gone for it to make a difference.

Just then, Mickey bumped into one of the waitresses rather hard (a collision, for all intents and purposes) and hot(_!!_) coffee spilled down his front. He gave himself a mental pat on the back for not screaming. Loudly.

"Oh-- Oh no! I'm so sorry!" The waitress, a white-feathered female duck, dropped the now empty pot of coffee and ripped off her apron with the intent of wiping the coffee off. Mickey managed to evade the first couple of passes while his skin pulled back on itself trying to escape the hot liquid.

"Hold still!" the duck snapped irately, catching his elbow and started blotting down the front of his shirt. "Hold still and I'll have the worst of this off in no time!"

"Daisy--!" Mickey tried to twist away. The coffee was cooling rapidly, which was just as unpleasant as the previous temperature.

But Daisy had a particularly strong grip this morning and she wasn't going to let go until she was certain that she had gotten the worst of the coffee off. Even if it caused Mickey a rather hefty amount of humiliation. The weasels were watching the spectacle, clearly amused.

"Daisy -- C'mon, will ya cut it out?" Mickey managed to wrest his arm out of her grasp and push her back several steps, out of his personal space.

"Is that the kind of thanks I get for helping you?" Daisy asked, but relenting nonetheless. She tossed her damp and soiled apron over her shoulder. "You haven't been around in a while." she added in a more conversational tone, stooping to pick up the discarded coffee pot.

"Oh-- Uh, yeah... Been busy." Mickey said, trying to flatten down his ruffled clothes. "Really busy... Lot of stuff going on."

"Well, that's the story of everyone's life lately." Daisy commented in a flippant manner.

She trod back to the counter on the far side of the diner. Mickey followed.

"Work, work, work. That's all I ever do these days. I barely have any time for fun! I've been living paycheck to paycheck for years!" The female duck dunked the coffee pot into a tub of soapy water and rinsed it out in harsh, jerky motions. Mickey's ears twitched every time the brillo pad audibly scraped the plastic-like interior.

"I didn't think I'd be at this job for very long, but I'm still here! I didn't come to LA to be a waitress for the rest of my life! I want to be a world famous actress!"

She sighed heavily and longingly.

"But none of the studios are hiring and I can't even afford to quit this stupid job!" She hit the countertop with a fist. "I hate it. But I need it. And I hate that I need it."

That did indeed sound like the story of everyone's life lately. Everyone who hated their jobs but couldn't even afford to quit or be fired. They walked on eggshells from the latter possibility. Losing your job was the equivalent of a death sentence. If you could no longer afford to pay your bills and feed your family, then you were on the streets, scavenging for what you needed.

Mickey had seen it on an every day basis. He had seen children and their parents on the streets foraging for whatever food or odds and ends that they could get out of the trash. On more than one occasion, Mickey had given up his lunch to these poor vagrants, knowing that they probably hadn't had a proper meal in a while. Whereas he himself could go a day without lunch.

He knew one thing now, though. Walter was right. There was no denying that much. Mickey was sure that he was seeing what Walter had already seen. The strange, off-color, could-very-well-be-an-ex-secret-agent-of-the-Triumvirate (say what you will, he hadn't yet ruled that out just yet) had seen in a heartbeat the things that had been under Mickey's nose all along.

It was so obvious now!

He swore at himself for not seeing any of it sooner.

"Mickey!"

"Huh?" Mickey jumped slightly. Daisy was giving him an impatient look from behind the counter. She was holding a pad of paper and a pencil in one hand, ready to take his order if he was ready to give it.

"The usual or do you want to mix it up a little this time?" she asked.

"Uh-- The usual, please." Mickey said.

"Alright. I swear, you order the same thing every time you come here. We should just start calling it the Mickey Mouse meal." Daisy muttered, scribbling the order down. "Dine in or carry out?"

"Carry out." Mickey answered. Then, hesitantly, he asked: "Can I get two of them?"

Daisy had been about to tear the sheet off the pad when he said this.

"Two meals?"

"I've -- got company over." Mickey said, rubbing the back of his neck. He glanced at the edge of the counter to avoid looking Daisy square in the eye. It wasn't a complete lie. He just didn't want to tell the complete truth. Not with those weasels over there in the corner.

Was it just him or were the weasels listening extra-hard?

"Oh Mickey, that's nice." Daisy said. She looked around behind him expectantly. "Did you bring them with you? I don't see anyone. Where are they? I'd love to meet them."

She was expecting to meet said company?! No, no! That couldn't happen!

"Sorry Daisy, my brother doesn't like people!" Mickey blurted out quickly. "He's real paranoid; doesn't trust strangers. Couldn't get him out of the house this morning."

He mentally congratulated himself for the lie. Strictly speaking, it wasn't a lie. His youngest brother was highly paranoid and untrusting of those who weren't family. If he didn't stay on his medication like he was supposed (he had a bad habit of going off his medication when the pills ran out and not refilling the prescription), then he was probably going to be the first in the family to end up sectioned.

It just wasn't his youngest brother who was staying over.

"Oh." Daisy didn't have much to say (though she did look strangely relieved, Mickey noticed). She distracted herself by scribbling the second order down, then ripped the ticket off. She snapped it to the order wheel and spun it around. "Gus! Two number fives! Take 'em for a walk!"

A large white goose in a hat and apron shuffled up to the order wheel and yanked the ticket off before shuffling back to the griddle without a word.

Daisy turned back around and glanced around the diner. The only other diners looked satisfied for now and if they needed anything, they would give a holler. She looked at Mickey; definitely one of the more polite customers she typically saw every other week or so. This was his first visit in over a month. She hoped everything was going okay for him. He looked worried.

"Is everything okay?" she asked, leaning on her elbows on the counter.

"What?-- Ah, everything's fine!" Mickey said quickly. Maybe a little too quickly. "Why d'ya ask?"

"You're not smiling." Daisy pointed out. The mouse was usually smiling whenever she saw him.

"I don't like leaving my brother alone too long." Mickey replied with a weak smile. He had every confidence that Walter would stay put until he got back (the man must have been sleeping like a rock before curfew had ended), but that didn't quite stop the mouse from being worried that Walter would just wander off unexpectedly.

But he **had** to have more sense than that.

It wasn't like Mickey had that senseless, utter danger to herself and others that was masquerading as someone's sister (a.k.a. Milly) staying over.

"Well, we'll try not to keep you waiting too long." Daisy assured him, swallowing the lie, to Mickey's relief. "Is your brother in town for tonight?"

"Tonight?" Mickey repeated, bewildered.

"Don't you know what's going on tonight?" Daisy asked while she fiddled with the coffee-maker. "The circus is in town! They're pushing the curfew back to midnight all week for it!"

"A-Are they?" Mickey hadn't known that. And he normally tried to stay on top of all the times the curfew was pushed back. It happened once a year on New Year's Eve. Spontaneous events were rare (he could count them on both hands) but they happened and were much anticipated.

"Yeah! I'm so excited! Aren't you?" Daisy inquired.

Mickey shrugged. Couldn't exactly say that he was but the extended curfew might make things a little easier.

"And you know what else is happening tonight?" Daisy went on excitedly. "There's an aircraft carrier parked in the Santa Monica Bay! It arrived last night! All the sailors are coming off for shore leave! And they'll be at the circus!"

She sighed adoringly. Mickey swore her pupils took the shape of little hearts.

"I love sailors. They're all so rugged and handsome."

Her mind fell into a wistful daydream about a rugged and handsome sailor/the man of her dreams coming to the circus tonight. A wonderful man dressed in a crisp, white uniform, with a beautiful rose just for her. Come to sweep her off her feet to a new life.

Preferably with the connections to get her into the film industry.

"That's... That's real nice, Daisy." Mickey said. "Maybe you'll meet one."

"You think?! Oh, I hope so!" Daisy cried. "Are you coming to the circus too?"

"Uh, I dunno..." Mickey trailed off, looking away towards the floor. It was tempting. He hadn't been to a circus or a festival or anything like that in a while.

"You should come. It's just over in Griffith Park." Daisy said, gesturing in the general direction of the park. She winked and added: "I'm sure my roommate would **love** to meet you."

Oh, there it was again. This was not the first time Daisy had tried this and unless he said yes, it wasn't going to be the last. Mickey didn't understand why the duck persisted in trying to convince him to go on a (blind) date with her roommate. He had never even met said roommate.

"Thanks Daisy, but I don't think I'm gonna go." Mickey said politely, raising his hands as if he expected her to pounce on him. Wasn't Gus done with that order yet? What was taking him so long?

"Oh, but you have to! It'll be no fun for her if you don't!" Daisy said, leaning across the counter. She certainly looked like she was going to pounce on him. "She'll be all alone otherwise and I won't get to meet any of the sailors!"

She made it sound like such a terrible thing, not being able to meet any of those "ruggedly handsome" men (who were sure to have bulging muscles and such chivalry! Perfect gentlemen!)

"Please Mickey, it's just one date. Just go on one date and I won't ask again!"

Mickey doubted that. Very much. Daisy was one of the most persistent people he had ever met. She had been insisting that he go out with her roommate for almost three years now and he still hadn't given her any sort of positive answer.

"All you'll have to do is buy her an elephant ear and maybe win a couple of prizes for her and I won't interfere at all, I promise! I've got to scope out the sailors anyways!"

"Daisy--"

"You'll have lots of fun and she'll love it! She really will! She's a sweet girl, really, but she doesn't get out much and I keep telling her she needs to! She could meet some really nice guys! Like you! You're such a gentleman!"

Mickey felt a pleased blush in his cheeks. "Aw, thanks, but--"

"Great! Minnie will be so happy!" Daisy interrupted, gushing happiness herself. "She'll never forget tonight!"

It took a second for Daisy's words to sink in.

"W-Wait-- What?!--" Mickey spluttered.

"Order up!" Gus hollered, sliding two white Styrofoam boxes onto the counter underneath the order wheel. Daisy snatched the boxes up cheerfully and pushed them into Mickey's arms.

"But Daisy, I never said--" the mouse protested. Or tried to. Very unsuccessfully.

"Meet us in front of the entrance! Eight o'clock!" the duck said, slapping her hands down on his shoulders and turning him around towards the exit. "Look your best and don't be late!"

And then she was off with another pot of coffee to refill the truckers' empty cups, leaving Mickey quite confused as to how Daisy had managed to interpret what little he had said as an agreement to take her roommate out on a date to the circus.

The mysteries of life.

He left the exact amount of cash on the counter to pay for the two meals (no tip; just for tricking him, Daisy didn't get one) and exited the diner, feeling a bit like someone had bricked him upside the head.

Daisy didn't have powers of persuasion so much as she had powers of confusing people just enough to make them wonder what they had said.

So Mickey trudged home, now wondering what he was going to do. Daisy would be expecting him now. He was going to have to take her roommate out for the circus or else Daisy might spit in his food the next time he showed up at the diner. Mickey sort of considered her a friend, though the friendship itself was casual at best, seeing as he had never run into her outside the diner.

He also didn't want to run the risk of Daisy _purposely_ spilling hot coffee on him.

The walk back home seemed to take less time than the walk to the diner had. Mickey still couldn't ignore what he saw around him and it still surprised him, but less and less every time his gaze shifted to a new thing. Maybe because he had already seen most of it and there wasn't much left to see. It was a lot of the same thing; the more he looked. He was noticing all of it for the first time.

Walter had been right.

Walter didn't strike him as the type to gloat over even the small victories so Mickey would probably be safe from that if he swallowed his pride and retracted his previous statements.

If Walter was willing to hear him out.

Something heavy dropped into the pit of Mickey's stomach when he saw his home just down the street. Never before had the building looked less welcoming. It was because of Walter. His presence and the harsh words that hung between them were the causes of that heavy thing in the mouse's stomach.

But it was still home and it was the only place he had to return to.

Well... There was -- his parents... But Mickey was pretty sure that his bed space was long since gone. He rather doubted that any of his siblings (other than Mark, perhaps) had left home and he imagined that the others had instantly pounced on the empty spot that had been left behind.

So he went back into the building.

His entrance wasn't anywhere near as quiet as his exit. The door required a kick to unstick it from its frame, which alerted Pluto to his master's return. And the wonderful smells he had brought with him.

"Whoa!" was the mouse's reaction as Pluto came barreling down the hall, bounding around in joy. He loved bacon and sausage and always tried to cadge some of it away every time.

"This isn't for you!" Mickey held the boxes up as high as he could, trying to keep them out of the mutt's reach. "It's mine and Walt's breakfast! Down, Pluto! Down boy!" he commanded. "Sit!"

Pluto obeyed, his rear hitting the floor with an audible thump. His tongue lolled out of his mouth, looking between Mickey and the boxes. He was hoping for a treat for having obeyed the command so quickly.

But he wasn't getting one. Mickey maneuvered around Pluto, pirouetting slightly to put his back to the dog as he passed. Pluto frowned, but followed hopefully. The master was a no-go, but maybe he could get something of out of the stranger.

Ever since the curfew siren had sounded, Walter hadn't exactly been able to fall back asleep. He would close his eyes and his mind would drift off to strange places, but it wasn't true sleep. Which was disappointing because this was the first good night's sleep he'd had in a while. He had woken up definitely feeling rested. Not quite refreshed, but rested.

And hungry.

He was starting to hate his stomach for changing its mind so fast.

It gurgled when he smelled the bacon and sausage and... Mmm, maple syrup. That meant pancakes. He always associated pancakes with a good hearty breakfast. Something that he had been kind of skipping out on recently; eating cereal instead. Sometimes muffins or donuts that had phobias of his digestive juices.

Walter peeled the blanket off his face, recoiling slightly from the morning light. He sat up and combing his hair back into place with his fingers. Despite his grungy, ruffled appearance, he felt pretty chipper. More evidence of a good night's sleep.

Almost as soon as he looked, Mickey entered the room. He was carrying two white Styrofoam boxes (the sources of those wonderful smells). Following him was a hopeful-looking Pluto, who was licking his chops in anticipation of a handout.

A few steps into the room, Mickey froze for half a second, noticing that Walter was awake. One stutter-step later, he was crossing over to the small dining table. He put the boxes on the table. Pluto hovered around for a moment until the mouse shooed him back.

Mickey was more than aware that Walter was watching him. It unnerved him a little because he felt like he oughta say something, but he didn't know what to say. Trying to distract himself, he cracked his knuckles and tackled the stack of newspapers in the second chair.

He didn't literally tackle them, but he felt it was time that he moved them to the recycle bin where they belonged. The stack was almost as big as he was, ears included, and it probably weighed about the same. He probably shouldn't have grabbed it all in one go. Mickey realized this just a second too late, when the weight of the entire stack was pushing down him. He lost his balance and went down in a cloud of paper.

Walter was already half-leaping over the back of the couch to make himself useful. He got there just as the cloud settled, revealing the slightly flummoxed mouse sitting amid of sea of newspaper.

"Are you alright?" he asked.

Mickey nodded. "Uh-huh."

They started to pick up the scattered newspapers, mostly avoiding looked at each other, even. Walter was aware of the tension and he too felt like he oughta say something and like Mickey, he didn't know what to say.

There was a newspaper on the surface whose front page cheered the end of the prohibition (oh boy, that was an old one). Mickey and Walter noticed it at the same time and they both lunged for it at the same time.

***Bonk!***

"Ouch!"

And clonked their heads together quite soundly in their haste.

"You've got -- quite the hard head there." Walter commented, rubbing his forehead. Gee, that almost sounded like an insult.

"Yeah, you too." Mickey said to him. It sounded kind of like an insult to him.

They fell back to picking up the papers, organizing them into piles that they didn't stack too high. The silence persisted for a bit until it became completely unbearable.

"Walt, I wanted to--"

"I'm sorry I that--"

Mickey's jaw clacked shut a second before Walter's did. Two people speaking at the same time never worked out very well.

"Um... You first." Walter offered.

Mickey took a deep breath and gathered his words together.

"Ah... I wanted to apologize for the way I acted last night." he said. "I think I acted like a brat. I should have listened before I decided you were a liar. I'm sorry for that."

"That's alright." Walter said calmly. He idly straightened one pile. "I shouldn't have been so -- so pushy. I think I went a bit far myself. I shouldn't have made assumptions on things I know nothing about."

"Yeah... But it's all kind of suspicious, isn't it." Mickey commented.

Walter blinked. "What are you talking about?"

The mouse threw him a kind of annoyed look; as if Walter had completely forgotten why they had both gone to bed in bad moods. Walter hadn't forgotten, but the change of subject had been rather abrupt.

"I was kinda up all night, thinking about some of the stuff you said." Mickey admitted, scratching his head. "And earlier, when I was out, I noticed some things that-- Well, they didn't seem right. I think I know what you're talking about now. About the censorship-thing."

"What made you change your mind?" Walter wondered. Maybe minds really **did** change overnight.

"I've got this friend, Daisy. She works at the diner down the road. She's been there for a while. She's been just a waitress for as long as I've known her." Mickey explained. "She keeps telling me that she wants to get into the film industry as an actress, but none of the studios are hiring. She hates it; being stuck. And you know what? She can't even afford to quit her job and find a new one."

He leaned forward on his knees, staring at the floor.

"I dunno how long she's been complaining about this, but today's the first time I really noticed it. I just thought I was used to her griping about it. But on the way there, I noticed the way everything looked. Everything was in pretty bad shape. Like broken railings. It didn't look like anyone had tried to fix them."

"Did you see the garbage?" Walter wondered. It had certainly been the first thing he had seen.

"There sure was a lot of it." Mickey mumbled, seeming to sink lower into the floor. "Must have been the first time I saw it all."

He was talking about more than just the garbage. He was seeing everything that Walter had seen upon his arrival. He was seeing that there really was a problem. A problem that wasn't being fixed by the people who were expected to fix it.

"It's not normal." the mouse added, though he still sounded a bit like he was trying to convince himself otherwise. "I know it's not."

"In a healthy economy, no. This isn't normal." Walter told him. "In an economy that's doing poorly, being unable to quit a job is common enough."

"So our economy **is** in the pits." Mickey sounded depressed about that. The suspicions that had formed in his mind last night had been confirmed. He sighed heavily. "I can't quit my job either because it's the only thing I've got to pay the bills."

Walter raised an eyebrow curiously. Was Hollywood still the film capital in this world too? Did people flock here to get a piece of the action?

"What brought you here?" he inquired.

Mickey grinned. "Film. That's why a lot of people come here." he said. "Always wanted to give it a shot. Actual filming or sound or lights or costumes. Doesn't really matter to me. I wanna try a little bit of everything."

Walter couldn't help but smile. "Even acting?"

"Maybe..." Mickey smiled back. "But enough about that! We oughta look into gettin' ya back home!" he added, jumping to his feet.

"Home?" Walter repeated, taken aback. "But-- Mickey, you don't even know where I'm from."

"Does it matter?" the mouse asked. He aimed a fish-eye look at the man. "It's not Canada, is it?"

"No, it's not Canada." Walter assured him, laughing just because Mickey looked so leery of the possibility. Was there something wrong with Canada? "I'm from Los Angeles. But it's not this Los Angeles; it's a different one. In another world."

"Another -- world?" Mickey repeated, already bewildered. "What makes ya say that?"

"It's the only thing that makes sense." Walter explained. "Back home, this building is my animation studio. It's also in the exact same spot; 2719 Hyperion Avenue. But on the way here, we passed Katella Avenue; a street I distinctly recall being well south of here. And--"

He pointed a finger at Mickey.

"Where I'm from, we don't have people who look like you."

"Gee, maybe you're not looking hard enough." Mickey commented, half-joking.

"No, my home doesn't have people like you, whereas your home doesn't have people like me." Walter elaborated. "To me, you look like you oughta be a cartoon. And I was told that I look like a drawing."

"Well, ya kinda do. You're a little off-color." Mickey told him, leaning in for a bit closer inspection. Then he smiled even wider as it he had just struck gold or oil or something equally precious. "But all the more reason we should try to get ya home, right? So you're **not** outta place!"

"I don't think it's going to be very easy." Walter pointed out patiently. "I'm still rather fuzzy about the details on how I got here in the first place."

"How didja get here, come to think of it?" Mickey asked. His eyes were wide and shining with blatant curiosity. "Maybe if we know that, it'll be easier to getcha back!"

"I suppose, but I don't think I'll be going back." Walter muttered, heavy-hearted. "I think I had a one-way ticket down the rabbit hole. I'm not going home."

And he was so sure of it too.

But Mickey wasn't.

"Sure you will!" the mouse said. "C'mon, there's gotta be people waitin' for ya back home."

Walter shrugged. "My wife..."

"Exactly! That's why you should find a way back! Back to her! And the rest of your family!" Mickey said encouragingly.

Walter tried half-heartedly to interrupt. "Be reasonable--"

"I **am** being reasonable. You aren't." the mouse said. "Now I know stuff like this doesn't happen every day. And I don't think we went over stuff like this in school either. You're here in a place that ya don't belong in. So I figure there's a reason you're here. And if we figure out that reason, I bet we can get ya back home where you belong!"

He sounded so ridiculously (and hopelessly) optimistic about it that Walter actually felt his spirits lift. Like there was a little man inside his chest blowing up a balloon. It was a sharp contrast to his previous feeling of gloom and despair. Even though he tried to tell himself again that he was stuck, the little mouse's words seemed to have inspired a renewal of hope.

"I hope you're right about that." he said.

"I know I am." Mickey said confidently. "So let's eat breakfast, you tell me how ya got here, and we'll try to work it out together."

"But what if we can't?"

"Don't be a downer. If we can't figure anything out, I think I know someone who can!"

"That sounds like a plan, then." Walter agreed, smiling.

"We're in this together now." Mickey said, holding out a hand. "Right, partner?"

"Right." Walter grasped the offered hand. "Partner."

He just couldn't say no.

Even if the foreseeable future argued that Walter was stuck here, there just might be something in the long run that would put him on the road back home. It was stupid to ignore that very possibility. It was stupid to just give up because the situation was tight and looked impossible to get out. Nothing was impossible. Just improbable and there was always the chance that he would slide right into the best odds.

He just had to give it his very best.

"By the way, is there something wrong with Canada?"

* * *

Around the same time that Walter and Mickey sealed the partnership between them, another traveler had come upon the city. He was a traveler of a different sort and a rather curious-looking one to boot.

Naturally, he wore shoes, along with trousers and a long-sleeved turtleneck coupled with a black vest. A little orange hat topped his head. They were all spattered with the stains of a long road; mud and dust and a smear of what looked suspiciously like poo. Taped to the back of his vest was a crinkled and much abused sign. In particularly messy handwriting, it read this:

_**cAliforNy**_

'_**er buST!**_

He had two, green overstuffed suitcases sitting on the small luggage rack of an old bicycle. They were strapped there with a hefty amount of bungee cords. Even so, the suitcases still looked like they were going to fall off in the gentlest of breezes. The back half of the bicycle seemed to be sinking into the hot black pavement of the road. Sinking under the weight of the luggage. Sinking because the road surface was losing its integrity.

Meaning it was going to start hosting a wild party any second.

Not that kind of integrity, you weirdo. Stop trying to be funny and get on with things.

But the heat didn't particularly bother him; even though the summer temperature was rising fast and he was standing in an environment that aspired to be a desert. There were a lot of things that didn't bother him.

There did happen to be one thing that was bothering him. It was the map.

Normally, someone might wonder what on earth the map had done to offend the guy. It was just a road map. A poor little road map that had been sitting on the shelf of an old gas station off the highway for ages and ages until it had been purchased. It was a good little road map; never misbehaving or causing trouble. It did everything it was supposed to do. It folded up properly, didn't blow away in the wind and it never got lost. Its ink was still crisp and clear, showing the roads with good clarity for the user's benefit.

So why was the map bothering this different traveler?

Well, the city was too. The city, in particular, that was spread out in the valley below him. He was looked between the map and the city, rather bewildered.

"Gawrsh." He scratched his head. "LA sure looks a lot smaller on the map."

He turned the map sideways. It didn't help.

"Maybe it's New York."

He turned the map upside down. It still didn't help. It just made everything a little harder to read. Finally, he just shrugged and folded the map up neatly, putting it away in his back pocket, much to the map's dismay.

He could get directions to the _real_ LA in that city there.

* * *

-


	10. The Jabberwocky

**A/N:** Reviews are most welcome.

**Disclaimer:** The characters here belong to the Disney Company and its affiliates. Walter kind of owns himself.

* * *

**Kingdom's Genesis**

Chapter Ten: The Jabberwocky

* * *

Daisy considered lunchtime to be a most sacred time of the day. It was the time of day when even the busiest of employees were allowed to sit down and take a load off. The lunch break was supposed to be a time for lunch. It was not the time to get that late work completed when your supervisor wasn't looking nor was it the time to grab your illicit lover and snog in the janitor's closet.

The lunch break was the time for eating food and Daisy firmly believed that. As a matter of fact, she was the only one of the employees that actually took the full hour she was given. None of this namby-pamby half-hour business. No, she went the full hour. There was absolutely no point in skipping that extra thirty minutes and then paying for it later when your feet gave a cry for help because your blisters were trying to oppress them.

A full hour for lunch or she was going to quit! That was her motto!

Okay, so Daisy doubted that she would actually quit even if the lunch break got slashed in half. She needed this job much more than she needed to be living on the streets. And if she lost her job, then Minnie was likely to kill her in her sleep before she even got as far as the sidewalk. If even one of them lost their job and couldn't find a new one before the rent was due, then both of them would end up on the streets and they couldn't have that.

But fortunately, the diner's owner Clarabelle had never cut the lunch break and had no plans to do so. There were people who only took the half-hour and then there were the people who preferred the full hour. The choice was available and the employees kept their complaints to a minimum.

"Oh Gus, what happened to those two burger orders that didn't get collected?" Daisy called through the door of the kitchen while she shucked off her apron. She had replaced it since this morning. "You didn't throw them away, did you? Because that's wasting food!"

Gus's reply was a strangled noise, prompting Daisy to check and make sure that the goose wasn't choking on anything (it wouldn't be the first time she would have had to Heimlich his sorry tail feathers). Gus was not choking; he was just holding a spatula in his beak and rendering himself unable to make intelligible sounds.

"Well, what did you do with them?" Daisy asked impatiently. Her lunch hour was quietly spinning away the longer she stood here.

In a lieu of a response, since both his hands were occupied and he was standing over a hot stove with grease popping, Gus pointed one of the extra spatulas at the countertop that Daisy was standing right next to. She looked down to see two white carryout boxes. The smell of hamburger with everything and French fries wafted through the air. Waiting for her.

"Oh Gus, you're a sweetheart." the female duck said, clasping her hands together. The goose made a noise that sounded very much like: "thank you".

Daisy snatched the boxes up, tucked them under her arm and sped out the back door of the diner as fast as she dared. Her shoes clattered on the grimy pavement as she raced down the streets, a big smile on her face. She was free, free, _free_! -- for a whole hour! With a free lunch!

Okay, so she was probably paying for it in one way or another, but she certainly wasn't seeing any money leaving her pocket, so as far as she was concerned, this was a free lunch. Anyways, this food would just go to waste otherwise.

A little ways up the road was a custom clothing boutique popularly known as the Silken Strand, though the sign had blown off in a summer storm the previous year and had not yet been replaced. The boutique sat just three blocks inside the invisible boundary that separated the more well to do Hollywood Hills district from the rest of the city and as a result, it catered to equally well-to-do clientele. Cultured young ladies with silk handkerchiefs and classy, well-dressed men with fashionable canes were in and out of the boutique on a daily basis, being measured and fitted for evening gowns and expensive tuxedoes.

It was all so posh and clean and well-kept that Daisy felt like a bit of a stain on society whenever she crossed that invisible boundary line. She always felt all frumpy and disgruntled in her waitress uniform. A feeling magnified that was by the charred cow-meat she was carrying around and the fact she knew she was sweating under her uniform. The lady who was approaching the store with her parasol propped elegantly against a thin shoulder didn't look like she was sweating at all.

And the differences between one side of LA and the other were so glaringly obvious too. The north side of the city had always looked better, cleaner. On one side of the street, the buildings were the epitome of urban decay. On the other side of the street, they were cleaned and shined and repainted and looked brand-new. It was like she had stepped into another world entirely.

And all she had to was walk ten blocks up the road and turn left.

She had never thought that was fair.

"Daisy! Helloooo!"

Daisy was so caught up in her thoughts about life in general wasn't fair on the people who really had to work hard just to get by fair that she almost missed seeing her room mate, Minnie. The mouse was standing a couple yards from the boutique's entrance, balancing on her tiptoes while waving a hand as high above her head as she could.

"Hi Minnie!" Daisy picked up her pace into a light jog, holding the boxes steady. "I brought lunch for you!"

"Mmm, smells good!" Minnie said, inhaling the smell. She frowned a little. "Oh, is it burgers again?"

"Yep! Don't they smell good?" Daisy wafted the smell under Minnie's nose in a teasing manner. "Smell that greasy goodness, Minnie! You know you want it! It was fre-e-e!"

"Daisy, if you keep bringing stuff like this for lunch, we're both going to get really fat!" Minnie complained. That didn't stop her stomach from growling. She **did** want the semi-greasy and undeniably filling lunch. And it **was** free.

"Who cares? With all the running around we do just to get our groceries, there's no way we'll ever get fat." Daisy said with a flippant wave of her hand. "I'm dead on my feet. C'mon, let's find a place to sit down."

It seemed like an odd friendship, a duck and a mouse -- but that was like saying that the friendship between Mickey and his dog was a strange one too. Who really cared? They were friends and that was that.

Minnie and Daisy had first met in a situation that could be considered somewhat conventional as far first meetings went. Granted, it hadn't had a ring of destiny to it nor had it felt pre-ordained. It had simply struck both girls as being very ordinary.

They had both left their respective hometowns in the middle of winter, bound for the great city of LA; not long before everything had gone to pot. Everyone went to LA just to try and break into the film business. It was almost like a hobby that everyone tried at least once. They tried just to see if they had what it took to be an actor or a director or what have you.

Film was the big thing these days. It was big, it paid well and sooner or later, there had to be an opening. It was an escape from reality and everyone wanted a piece of the action.

And that was why Daisy and Minnie had left their hometowns. They wanted to see what they were capable of.

The winter they had departed home had been one of the nastiest winters on record, with record-breaking snowfalls all over the nation that shut down many transportation services. A train station in San Francisco was where Minnie and Daisy had crossed paths. The trains had already been running slow because of the inclement weather, but in defiance of the traditional winters in mid-state California, a wicked blizzard had struck the city head-on before their LA-bound train had been due to depart. For obvious reasons, all train service had been shut down and the passengers were advised to either remain at the station for the night or find lodgings in the city.

Minnie and Daisy had been among those stranded at the station.

Unbeknownst to each other, but simultaneously deciding that they would be more comfortable with finding hotel rooms in the meantime (weather outside be damned), they had dashed out of the station separately, but ended up in the lobby of the same hotel.

Whether or not Fate had had a hand in the next part was questionable, but the employee at the counter had informed them that, thanks to the blizzard, people were postponing their travel plans. Minnie had initially been ecstatic about claiming the last room in the house, but upon seeing Daisy's unhappy face -- the duck thinking about how she was going to have to brave the terrible weather some more just to find an empty room with curfew coming on fast -- all of Minnie's happiness had burned away.

Until the employee had suggested they double up on the room, because it was a two-bed room and there was no point in letting that second bed go unused.

That was how they had met, but neither of them could really remember how the conversation between them had started. Minnie would say that Daisy had started it; Daisy would say that Minnie had started it. But the point was, conversation had started and eventually the two had gotten around to talking about apartments and cost of rent. Minnie had done a bit of number crunching during the time and discovered it would be much more cost-efficient if they both found room mates with whom to split the rent. Then she and Daisy had just looked at each other and an idea was born.

The rest was pretty much history.

They were still room mates to this day; if only because they couldn't afford to move out. Their wages were enough to survive on and they were occasionally able to treat themselves to a day out. But more often than not, things came at the lowest bidder. Like Daisy trying to grub free lunches off Gus (and usually succeeding).

"So did I tell you about the circus coming to town this week? And the sailors?!" Daisy asked excitedly, wiping some ketchup off with a napkin.

"Yes Daisy, you told me about it. You told me about that yesterday too." Minnie said with a small sigh. "And the day before that. And every day since two weeks ago when you first found out about it."

She was all just a little too excited about this, the mouse thought. Yes, it was something of a big deal; both the change in the curfew and the famous _USS Grimitz_ coming to park itself in the bay. The latter was coming off a long deployment around South America and everyone wanted to welcome back their fighting men and women and inviting them to the circus was the right way to do it.

But Daisy only had one thing on her mind.

"I just can't wait for tonight!" the female duck cried. "Think about all the sailors who are going to be there!" She turned to her friend with a sharp look in her eye. "You **are** coming with me tonight, right?"

Minnie knew that look. It was the look that Daisy gave people to let them know that she was just going to keep pestering and pestering until they gave her the answer that she wanted to hear, so her friend had better not say 'no'. However, Minnie did not fear that look.

"No."

"What!?" Daisy squawked, scandalized and narrowly avoiding missing choking on a bit of lettuce. "Oh no you don't, Minnie Mouse! You are **not** going to spend another night at home by yourself while everyone else and their dog is out having fun! You're coming with me even if I have to tie you up and drag you there myself!"

"Daisy, I just want to relax when I get home. It's stressful at that place. You wouldn't _believe_ some of the people I have to work with." Minnie shook her head. "Have you ever tried to work around people who've got nothing better to do criticize how you use a sewing machine?"

"I can only imagine." Daisy nodded solemnly. "But it must be so great too! Some of the clothes you make there are sold to the movie studios! I wish I could work there." she added longingly.

Between the two of them, Minnie was the only one who had gotten the closest to breaking into the movie industry. The Silken Strand did indeed create functional and stylish outfits for any movie studio that made a request.

"No you don't." the mouse told her friend firmly. "You don't want to work there, Daisy. Trust me. It's hell on earth. And my boss is Satan."

"But it's so posh!"

"Hmph! Elitist snobbery is what I call it."

"All the more reason for you to get out there tonight! So you can be reminded of what it's like to be around people who aren't elite snobs!" Daisy decided. Yes, that sounded like an excellent decision! "I work around low-brows and no-brows all day who measure their worth by how loudly they can burp or fart! But you never hear me complain about it!"

"Daisy, you complain about it all the time." Minnie pointed out patiently. She had borne all those rants too, just not very patiently. "And I think you're missing the point that I'm trying to make."

"Point-shmoint! You don't have a choice here!" Daisy waved her hand and sent a French fry flying through the air. It was quite disturbing to watch the pigeons leap for it before it had even hit the ground.

"What? Whaddya mean I don't have a choice?" Minnie demanded

Daisy didn't reply, but started to look decidedly smug and calculating. And Minnie just had a bad sinking feeling.

"Daisy Duck, I'm not going to any circus and that's final!"

Quite suddenly, Daisy started to look suspiciously teary-eyed. "But that means-- That means I'll have to go all by myself!"

Then she flung herself over the back of the bench and started to sob in a manner that was much too theatrical to be real. It caused a few passer-bys to lift their eyes to see what the matter was and a few accusing stares drifted over to the mouse. Minnie clutched her drink uncomfortably. She liked Daisy, the duck was a good friend (when she put her mind to it, otherwise she just seemed a little self-absorbed) but she was so darn pushy when it came to getting her way. And making you feel guilty about denying her what she wanted.

"Daisy--" Minnie closed her eyes a moment and told herself not to lose her temper because it wasn't going to accomplish anything. "Alright already! I'll go to the stupid circus!" she hollered over the noise of the crocodile tears.

Cue the abrupt heel-face turn.

"You will? Minnie, you're a gem!" Daisy crooned, her face quite dry and her eyes void of any tears.

Okay, her ability to act was getting scary.

"And that's good! Because I already found you a date for tonight!"

Minnie spat out her drink.

"What?! Daisy-- you-- Why--" The mouse sputtered momentarily, staring at her friend in a mixture of shock and anger, neither emotion quite winning out over the other.

"Something wrong, Minnie?" Daisy asked, only absently concerned with the war of emotions that her friend was suffering through.

"Daisy..." Minnie clutched the cup so hard she was crushing the cardboard. "I haven't dated since high school!"

"Really? Since _high school_? Geez Minnie, what the heck is wrong with you?" Daisy wondered, honestly appalled. "I would have thought that you have had a long string of dates since then. No wonder you don't get out much." The she grinned brilliantly. "Lucky for you I'm here to change that!"

"My last date dumped me in the middle of a school dance." Minnie informed her, trying to put her off this idea. "I haven't tried since and don't think you can make me."

"Wow... So you haven't dated at all?" Daisy asked, wide-eyed with awe. Even she had managed a few dates here and there in the last six years. None of them had been worth a second jaunt, though. Not enough there to hold her interest.

"No. I just said that." Minnie shook her head. "Anyways, if you had been in my position, you wouldn't either."

"Well, I dunno about that..." Daisy thought for a moment. If she had been dumped by her high school date at a dance, would she or would she not continue to date other boys? Probably yes. Just to spite that idiot dance partner who had been stupid enough to dump her.

And more to the point, what idiot would dump Minnie Mouse? Or Daisy Duck for that matter? An idiot who had no idea what he was missing out on, that's who.

"But don't worry about it." The duck waved her hand in a negligent manner that sent another French fry soaring the air (the pigeons were quick to pounce on it again). "He's already agreed to take you out tonight. And he's just _dying_ to meet you."

"Daisy!"

"I didn't do anything!"

"Yes, you did! You're making assumptions again!" Minnie pointed out heatedly. "You assumed that I would **want** to spend an evening at a circus with a total stranger! I don't know anything about this blind date!"

"You don't have to know anything! That's what makes it a _blind_ date!" Daisy insisted. She was going to get her roommate out of the apartment tonight even if it killed her! "I've known this guy for a while now and I can tell you that he's a complete gentleman! You've got nothing to worry about!"

But Minnie was already unhappy with the fact that her friend had just tossed her into this without her knowledge or her consent. And she was going to make sure that Daisy understood that.

"Daisy..." she started through gritted teeth. "There's something you oughta know..."

"I'm doing this for your own good!" Daisy said, clasping her hands together. "Please don't get angry Minnie!"

The mouse glowered. "I'll show you 'angry'."

"I know you'll have a lot of fun with this guy. I told you; he's a complete gentleman. He always tips-- Well, he didn't tip this morning," Daisy supposed the hot coffee had something to do with that. "Doesn't matter. The point is, he's a good guy. Really. Trust me on this."

Minnie canted an eyebrow, her arms crossed. She was trying to pick out any sort of a lie in those statements. Daisy definitely judged people on a different scale than the mouse did. Her definition of 'gentleman' could very well be a far cry what Minnie thought a gentleman should be.

"Do I at least get to know this guy's name?" she wondered, giving in. Maybe going on a date just once would shut Daisy up for a while about her lack of social life.

Just as long as she didn't go around insisting that a second date was entirely necessary.

"No, no, no! You don't wanna ruin the surprise. It's a secret" Daisy said slyly, raising a finger. "All you have to do is come with me tonight, be your usual charming self and be sure to wear something pretty."

Something pretty? Oh, Minnie was going to have to excavate her closet in order to find something pretty in _that_ mess. She couldn't remember all the clothes she had brought with her originally. And then there were all the clothes her family had later had delivered to her once she had gotten properly settled in. And **then** there were the clothes that had never seen one laundry day. She tended to skim off the top, taking only what she thought she might wear in the near future.

She really needed to clean out her closet.

She couldn't even remember what she was supposed to wear on a date. Or how she was supposed to act!

It wasn't a lie for Minnie to say that she hadn't dated properly since high school. It wasn't even an attempt to prevent anyone from trying to hook her up on a blind date (which she had clearly failed to accomplish if Daisy had managed to convince her to go on this one). Her high school boyfriend had turned out to be one of the biggest assholes in the entire school. Right in the middle of the Spring Fling (widely considered to be the last chance for aspiring Prom couples to ask each other out) the jerk had left her standing high and dry after telling her that she wasn't worth his time. That had just about ruined her faith that men could be an okay lot.

However, while she had been hiding out up at the football field, about to swear off dating for the rest of her life, one of the other boys from the school had cheered her up. He had given her his handkerchief to dry off her tears and a light kiss on the cheek for being the prettiest girl in the room. Before Minnie could say a proper thank you, however, he had run off to "commit fratricide".

Two problems had accompanied the situation. The first one was that she **had** been hiding out of the football field when the boy had stumbled across her. As the field had not been lit at the time, it had been as dark as dark could be. Hence, Minnie had not been able to discern any details. She had spent the rest of her high school career not knowing what her anonymous benefactor looked like.

The second problem was that Minnie had had such a large graduating class. So large, in fact, that she had often only been able to identify about fifty of her fellow classmates without aid. The same ones who had followed her through elementary school. The boy who had cheered her up that night... Minnie was certain that she had never run into him again because of such a vast difference in their respective class schedules. And she had dozed through most of her graduation ceremony because it had taken so darn long, so she had likely missed the chance to learn his name.

But there was no denying this. Whenever she thought of a gentleman, she remembered that boy.

* * *

At a particular vine-choked house in Hollywood Hills, Drizella was stuck mopping the marble floor of the foyer. She did this with jerky, inexpert movements. Soapy water sloshed every which way every time the mop slapped down onto the floor. There was hot water, with a lot of lemon juice for what was supposed to be delightful scent, but it was more overpowering because she hadn't known how much to add. But that wasn't like it was her fault. She had never done the chores before.

_If Mother was here, I wouldn't be doing the chores._ Drizella thought, scowling. She paused a moment to shove her green hair ribbon back into place. It kept slipping down. She knew that she should had bought new ones that last time they had gone shopping.

Frankly, Drizella didn't know where her mother had gotten too. The Queen had told her a little earlier that Mother had gone on a trip and as of yet, there was no return date in sight.

And Anastasia -- she had just run away in the middle of the night with no explanation, but it wasn't like Drizella hadn't seen that one coming. Her sister had just been too _weird_. Always reading in the middle of the night and sneaking cookies when she though no one was paying attention; even saying "thank you" to those maids. You weren't supposed to thank the maids. They were only doing what they were supposed to do. There was no reason to thank them for it.

"Anastasia was an idiot." Drizella grumbled, taking her feelings out on the patch of dried mud. How had the foyer gotten so muddy so fast? It had been clean when she had seen it just the other day. "She always was. Bombed all her math tests. History too. Tripped over everything in sight. Screwed up the little things. Made a fool out of herself in front of her classmates. Made _me_ look bad."

Image, image, image. That was what their life had been about. Image. Their mother was constantly in the public eye and by extension, Drizella and Anastasia were as well. They were practically role models for their generation. They had to ensure that no one had a reason to look down on them. They had to stay composed and poised at all times, as you never knew who was watching.

Anastasia had not lived up to that very well.

Drizella had spent a great deal of school thus far pretending that she wasn't related to the redhead one grade below her. Her friends and classmates always asked her if that girl was really her sister; something Drizella denied. She was happier pretending that she had never heard of this Anastasia Tremaine; had never seen the girl in her life. That shared last name... Well, that was just a coincidence. Nothing more. They weren't related in any manner that Drizella was aware of.

That was her story and she was sticking to it.

"If she ever -- _ever_ comes back..." Drizella threatened, though she had no idea what she would do if her sister turned up on the front step. She imagined that it would be painful, though.

She scrubbed hard at a stubborn bit of dried mud, imagining that it was her sister's face instead. Yeah, her revenge was going to painful. That much was certain.

"Drizella!"

The black-haired girl ceased in her aggressive scrubbing. The Queen was marching down the stairs imperiously, her face set in an impassive mask, as usual. A handful of purple skirt was hitched up by one delicate fist -- or as delicate as one's fist could be when it looked like it was going to fly out and punch you in the face at any second. Between that and her razor-sharp tone of voice, it was easy to tell that she wasn't in a very good mood.

Drizella tried to remember the last time she had seen any of the ladies in a good mood.

The Queen strode right up to the thirteen-year old girl. There was only a couple inches of difference in their height, but the Queen held herself in such a regal, imperial manner that she seemed to loom even taller.

"Where is Maleficent?" she demanded.

In a fit of adolescent apathy, Drizella leaned slightly on the mop handle. She did her best to appear like those high school girls who always wore black clothes and heavy make-up and talked about death. The ones who didn't care one bit when their elders were angry at them.

"I dunno." she shrugged, thinking it was a very un-lady-like gesture that went against everything she had been taught. And to be perfectly honest, she didn't care either. If neither of the ladies were going to follow through on the apprenticeship that they had promised, then what motivation did she have to help them when they needed it?

But the Queen was not going to take any form of: 'I don't know' as an acceptable answer.

"This is not a large house, child." she said patiently. "It was deliberately given to us so that we could keep track of each other's movements without much effort; with the knowledge that we would try our hardest to sabotage each other. The stairs are the centerpiece of this entire house. There is no other way between the ground floor and the upstairs. So I will ask again. Where -- is -- Maleficent?"

"I -- don't -- know." Drizella replied with the same inflection. While she had seen the dark faery a couple hours earlier in the kitchen, it wasn't like she had any interest in whatever the hell Maleficent was up to. Since it didn't concern her anyways.

"Why don't you check your stupid mirror?" the black-haired girl asked suddenly. No amount of decorum training could fully mask the snippiness that was brought on by hormones and Drizella was starting to have more moments like that. This was one of them. "You don't need to ask me. That mirror tells you everything."

"I ask you, child, because it is convenient." the Queen said. "Whether you're a liar or not."

"I'm not a liar!" Drizella snapped defensively.

"Then tell me where Maleficent is." the Queen said again. "And do not lie this time."

Drizella shrugged again. "I dunno. I don't care either."

"I'm running out of patience for your adolescent insubordination, Drizella. Tell me where Maleficent has gone to or I will not consider myself responsible for what happens next." the Queen warned, her voice a cat-like hiss.

"I really don't know!" Drizella repeated emphatically, getting annoyed. "I was filling up the bucket--" She gave the bucket a small, distasteful kick. "When she went outside. I think she went to the basement because I heard the door open."

"Thank you, Drizella. Speaking the truth isn't that hard." the Queen said, giving the thirteen-year old a patronizing smile. "When you're finished here, please get started on lunch. You're already behind on that. And after lunch, the kitchen stove needs a good scrubbing. It's abhorrently filthy."

"But I've been working all morning!" Drizella wailed in protest.

"Your stepsisters never dropped dead from a little hard work. You won't either." the Queen told her, already walking towards the kitchen.

"I think I'll just run away too!" Drizella shouted after the older woman. "You watch me! I'll run away!"

That would never happen. Drizella didn't have the courage and more to the point, she didn't have the same motivation to run away as the others had had.

If Maleficent had gone out to the basement, then that meant she had really gone to the sub-basement. Without the Traveler in the dungeon, there was nothing interesting left in the basement. The sub-basement was where they had stashed all their darker, more sinister projects that certainly didn't need curious little idiots poking at them. The sub-basement was the reason the Queen and Maleficent had gotten as far as they had with their joint plan. Tremaine hadn't known about the room's existence and thank god for that.

Immediately inside the basement door were three directions in which to turn. To the right was the door to the larder, with its patched-up holes from where the mice had nibbled through and its rusty-looking hinges. To the left was a shelf-case of cleaning supplies; only the supplies on the middle shelves had any kind of order to them. Directly ahead was the heavy steel door to the dungeon basement.

It was the shelf-case of cleaning supplies that concealed the door to the sub-basement.

The Queen couldn't remember what she had done to convince Maleficent that a secret room or staircase was best hidden behind something plain and innocuous. Something that no one was going to look twice at. Like a shelf-case full of cleaning supplies.

Stupid fairy with her stupid love for stupid flair.

What the Queen did remember was reaching a compromise on the matter. So long as the door's location wasn't obvious to any two-bit hack who wandered in, the secret room could be as dramatic as Maleficent could possibly make it.

Maleficent liked to cultivate an atmosphere. Hence the copious growth of thorns outside.

The Queen was more practical, however. She thought the thorns were a touch too much.

The lever was a rotting wooden bucket that she pulled. The fake wall retreated as smoothly and soundlessly as ever, leaving a square hole about three feet wide and six feet tall. The Queen stepped through, ducking her head a little as she went -- though she had plenty of clearance -- and started down a tightly spiraling metal staircase. It went down a good twenty to thirty feet, well below the foundations of the house without interrupting any water pipes or gas lines.

"Maleficent!" the Queen shouted before she had reached the bottom of the stairs, unleashing the anger she had been holding back for long enough. "Maleficent, what have you done with my Mirror?!"

Not ten minutes earlier, she had discovered that the Magic Mirror was missing from her tower room. There was only two places it could have gone and the dark faery's tower room was not one of them. The Queen had checked. That left only the sub-basement.

"_MALEFICENT_!!"

The Queen didn't even reach the doorway at the bottom of the stairs when something curved, flashing and lethally sharp lashed out at her. Her magic had manifested a round, transparent shield through her hands to protect herself from the blow before she even saw what was attacking her. She found herself staring at a pair of oval-shaped eyes, large and an ugly mustard yellow. Rancid breath washed over her face and four needle-point fangs were bared inches from her shield. A grating warbling noise bubbled low in the beast's throat, the sound shaking her down to her bones.

_By all that is holy..._

"Ah, Grimhilde." Maleficent melted out of the shadows by the doorway. A superior smirk graced her features. "I see you have met my new pet."

"P-Pet!?" the Queen spat shakily, barely able to form the word. It sounded so wrong to be used in reference to what was in front of her. Lucifer the cat was a pet. This thing was not. She took a step back, stumbling on the bottom step just behind her. "Maleficent! Do you even know what this -- is?!"

"Of course I do." Maleficent said pleasantly, as if this was an everyday occurrence. She rested one green-hued hand on the serpentine neck. "Oh, I borrowed the Mirror. I hope you have no qualms about its new location. It will serve better use down here."

Unable to reply with this abomination standing before her, the Queen's eyes roved over the rest of the creature that blocked the doorway. The creature that Maleficent was treating like a favorite dog. It had a low-slung body with a long whip-like tail that gently wavered back and forth just above the floor. The scaly skin was the brown color of dried blood with just a hint of purple and its four limbs were long and splayed like a spider's. Each of the four paws had to be as wide as the Queen's own head and adorned with four wickedly curved talons. Large bat-like ears topped its head. It was a monster that had not been seen on this earth since ancient times.

"Maleficent... That's the--" The Queen couldn't finish. The word just wouldn't come. She knew what she saw, but she couldn't even think the name.

"My dear Grimhilde, this is the Jabberwocky." Maleficent said, stroking the serpentine neck. She sounded so proud. "This is how we will find the Traveler. This is how we will destroy him."

The Queen was so overcome with a mixture of fright and disgust at the mere sight of this creature that all rational thought had fled her mind. She wanted to do the same; just flee. The Jabberwocky was one of the worst of the Great Beasts who had roamed the earth when the planet was young; the first to be born and the last to be sealed away by the fairies of old. In an act of goodwill, the keys to the cages had been given to the Lord of Darkness, for they were His beasts. How Maleficent had been able to wrest the key away from Him was a mystery to the Queen.

But for Maleficent, it hadn't been any great challenge. Chernabog had owed her a favor for what had been done to her all those years ago. And it seemed that he had been waiting for someone to come forward. Chernabog had been fully aware that the balance was shifting again. He had probably known of this Traveler well before the prophecy had occurred. And he could not allow the world to shift out of the Darkness's favor.

So he had given the key to the dark faery, bidding her to hunt down the Traveler and destroy him, so the world would remained steeped in Darkness.

"I have a soft spot for this Great Beast." Maleficent went on, happily ignoring the fact that the Queen looked like she was about to start vomiting. "It has an excellent sense of smell, a tenacious attitude in hunting its prey… Why, it won't stop until it has its prey."

It was those qualities that had drawn her to this beast in the first place.

"Did you know the Traveler has no magical powers whatsoever?" the dark faery said, looking away from the Jabberwocky to the Queen. "He has no means of repelling the Jabberwocky. He has no means of harming the Jabberwocky in any way. How fortunate for us."

She smiled. It was all teeth.

"This will be a very short fight indeed."

With a great deal of difficulty, the Queen found her voice again.

"Maleficent, you-- you cannot be seriously thinking about unleashing one of the Great Beasts **here**!" she said, gesturing around with a shaking hand. "Any other place in the nation, yes, it could be done! But here? You must be out of your mind!"

"Oh, I'm not out of my mind. What made you think that I was?" Maleficent asked innocently, as though she truly did not understand what the Queen was trying to say. "The Traveler is still in this city. Through the Mirror, I have discerned that much. The Jabberwocky will be most helpful in tracking him down and later destroying him when he has outlived his usefulness."

"Maleficent, this city--! It's unstable! You of all people oughta know that!" the Queen snapped. "The fault line makes this city unstable! Magically and physically And now you are going to throw in a beast that lives outside the realm of reality?! You might as well drop a nuclear bomb in the middle of a reactor core! You'll blow us sky high!"

"My dear Grimhilde, there are times when you must take extreme measures to ensure total victory." Maleficent said calmly. The possible ramifications did not bother her (even though they should have). "If you have thought up a different idea for breaking through whatever barrier it is that prevents the Traveler from being found by magical means, I would so love to hear it."

The Queen didn't have another idea. The Mirror had hit dead ends on finding the Traveler. He was completely hidden from scrying eyes. Short of going out into the city and looking for themselves, they didn't stand a chance of finding him any time soon.

It had been an option that the Queen had been about to consider too. She had been about to take Humbert and go out to scour every square inch of the city until she found the Traveler.

And then Maleficent had introduced **this** into the equation.

The Queen didn't do much more than dabble in magic. Her specialty was potions and poisons. She liked the subtly they represented. A poison could remain undetected until it was in your blood and by then, it could be too late.

Maleficent favored more heavy-handed tactics. Her strength in magic gave her broader range of choices and she could handle those more heavy-hitting things. She did it because she could. She was unleashing the Jabberwocky on a magically-unstable area because it was an option that was available to her.

The Queen watched as Maleficent sent the Jabberwocky out to begin its search with just a gesture. The Jabberwocky dipped its head in what might have been a bow and then turned almost cumbersomely and executed a loping run straight at the far wall. Well before it should have impacted, its body became vaporous. Then, like a ghost, it vanished right through the solid stone wall. Maleficent smiled before retreating back into the secret room, closing the door behind her.

Shaken and very disturbed, the Queen turned away and started back up the spiral stairs. The dark faery was right about taking extreme measures. But they were much too extreme for what the end goal was.

She didn't like where this partnership was heading. She didn't like it one bit. If Maleficent carried on in this manner, then the Queen was going to have to take a few extreme measures of her own. She might have to take down Maleficent herself, as quickly as possible.

Or there might not even be a world left for anyone to take control of.

* * *

How the Jabberwocky moved between realities was something that no scientist would ever have the chance to study (not that they would want to). All that was known was that the creature skimmed the surface of the reality it was anchored to and left nary a ripple behind it as it burst from the earth in the manner of a breaching whale, but with none of the mess. It landed easily on its four lanky limbs in front of the house (inside, Drizella screamed and ran deeper into the depths of the building, huddling in a closet and telling herself that she had seen nothing; just a bad dream and that she definitely wasn't going to run away tonight).

Its angular head swiveled about and its nostrils flared wide to take in all the smells of the environment, searching for an unusual scent. That was what Mistress had told it to search for. The one that would be much too different from the others. Maybe it wouldn't even smell real, but it would be real nonetheless.

The Jabberwocky did not know how that was even possible; for a smell to be too strange to be real. But it would do what Mistress told it to do. If Mistress said that such a smell existed, then there **had** to be such a smell.

There was quite the strong smell of unwashed weasel lingering around the front steps and the Jabberwocky's hackles drew back. Disgusting little creatures. What did they think they were doing; trying to sully Mistress with their very presence. Beasts. The Jabberwocky felt that those weasels should be destroyed.

Ah... But amid the smell of the unwashed weasels and exhaust fumes, there was a strange one. A strange creature had stood near the exhaust fumes. A creature that was not a weasel and certainly not like anything that the Jabberwocky had encountered before.

The Great Beast raised its head to wind to smell what was coming in from the city. It was such a crowded-smelling city, so many beings walking about, living, breathing, smelling strongly of fear...

The beast shivered with delight and anticipation of a good hunt. It wished Mistress had allowed it to simply hunt at will, but it could not. It needed to find the strange one's scent and do what it been had ordered it to do. After that, perhaps, Mistress would give it free rein to hunt as it pleased.

But there were so many scents crowding out the scent of the strange one's. It was all so strong and confusing, except for--

The Jabberwocky snorted in confusion. No, that wasn't possible. That smelled just like -- like Mistress. Shaking its head, the beast took another sample of the air. Yes, yes, it was indeed Mistress's scent. But Mistress was behind it, in a place deep underground.

How curious to find a bit of Mistress's scent that was not with Mistress. How odd to discover that it was separate from Mistress.

This must be investigated. Perhaps it would lead to the strange one.

The Jabberwocky broke into a loping run down to the city, running far faster than any animal that kept from this earth. It would find this strange one for Mistress. It would find the strange one and capture it for Mistress. It would even destroy the strange one for Mistress.

Because Mistress would bring back the old ways. And it would hunt once more.

* * *

-


End file.
